Godrej Agrovet Limited

RED HERRING PROSPECTUS
Dated: September 22, 2017

Please read Section 32 of the Companies Act, 2013
Book Built Issue
GODREJ AGROVET LIMITED

Our Company was incorporated as Godrej Agrovet Private Limited on November 25, 1991 in the state of Gujarat as a private limited company under the Companies Act, 1956. Our Company became
a deemed public limited company under Section 43A(1) of the Companies Act, 1956, and the word private was struck off from the name of our Company with effect from April 27, 1992. Pursuant to
our Company passing a resolution under Section 21 of the Companies Act, 1956, our Company was registered as a public limited company with effect from August 26, 1994. Subsequently, the Registrar
of Companies, Gujarat issued a fresh certificate of incorporation dated February 19, 2002 consequent upon conversion, recording the change of our Companys name to Godrej Agrovet Limited. For
details of change in the name and Registered Office of our Company, see History and Certain Corporate Matters beginning on page 148.
Registered and Corporate Office: Godrej One, 3rd Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079
Contact Person: Vivek Raizada, Company Secretary and Compliance Officer; Tel: (91 22) 2519 4416; Fax: (91 22) 2519 5124
E-mail: gavlinvestors@godrejagrovet.com; Website: www.godrejagrovet.com; Corporate Identity Number: U15410MH1991PLC135359
PROMOTERS OF OUR COMPANY: GODREJ INDUSTRIES LIMITED, NADIR B. GODREJ AND ADI B. GODREJ
PUBLIC OFFER OF UP TO [] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (EQUITY SHARES) OF GODREJ AGROVET LIMITED (OUR COMPANY) FOR CASH AT A PRICE OF ` [] PER
EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [] PER EQUITY SHARE) AGGREGATING UP TO ` [] MILLION (THE ISSUE) COMPRISING A FRESH ISSUE OF UP TO [] EQUITY SHARES
AGGREGATING UP TO ` 2,915.12 MILLION BY OUR COMPANY (FRESH ISSUE) AND AN OFFER FOR SALE OF UP TO [] EQUITY SHARES BY GODREJ INDUSTRIES LIMITED (PROMOTER
SELLING SHAREHOLDER) AGGREGATING UP TO ` 3,000 MILLION AND UP TO 12,300,000 EQUITY SHARES BY V-SCIENCES INVESTMENTS PTE LTD (V-SCIENCES OR INVESTOR SELLING
SHAREHOLDER) (V-SCIENCES OFFERED SHARES) AGGREGATING UP TO [] MILLION (THE PROMOTER SELLING SHAREHOLDER AND THE INVESTOR SELLING SHAREHOLDER ARE
collectively referred to as, THE SELLING SHAREHOLDERS and such equity shares OFFERED BY THE PROMOTER SELLING SHAREHOLDER AND THE V-SCIENCES OFFERED
SHARES, COLLECTIVELY the OFFERED SHARES) (OFFER FOR SALE). THE Issue would include a reservation of up to [] Equity shares aggregating up to ` 200 million
for susbcription by eligible employees (as defined in Definitions and abbreviations). FURTHER, Our company proposes to issue up to 405,500 Equity Shares
aggregating up to `[] million to IDENTIFIED employees OF OUR COMPANY under the ESPS (as defined in Definitions and abbreviations) as part of the issue and
at Issue Price. THE NET ISSUE WOULD CONSTITUTE []% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL (AFTER CONSIDERING ALLOTMENT TO THE IDENTIFIED EMPLOYEES
OF OUR COMPANY UNDER THE ESPS).
OUR COMPANY HAS, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (BRLMS), UNDERTAKEN A PRIVATE PLACEMENT OF 192,901 EQUITY SHARES FOR CASH
CONSIDERATION AGGREGATING TO ` 84.88 MILLION (PRE-IPO PLACEMENT). THE SIZE OF THE FRESH ISSUE AS DISCLOSED IN THE DRAFT RED HERRING PROSPECTUS DATED JULY
18, 2017, BEING ` 3,000 MILLION, HAS BEEN REDUCED TO ` 2,915.12 MILLION ACCORDINGLY.
THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE PRICE BAND WILL BE DECIDED BY OUR COMPANY BY SEEKING AND ENSURING ALIGNMENT WITH THE SELLING SHAREHOLDERS,
IN CONSULTATION WITH THE BRLMS, IN THE MANNER AS AGREED UPON IN THE ISSUE AGREEMENT. THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION
WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF THE FINANCIAL EXPRESS, ALL EDITIONS OF JANSATTA, AND MUMBAI EDITION OF NAVSHAKTI (WHICH ARE WIDELY
CIRCULATED ENGLISH, HINDI AND MARATHI NEWSPAPERS RESPECTIVELY, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR REGISTERED OFFICE IS
LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (BSE) AND NATIONAL STOCK EXCHANGE OF
INDIA LIMITED (NSE, AND TOGETHER WITH BSE, THE STOCK EXCHANGES) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.
In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. Any
revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the website of the
BRLMs and at the terminals of the Syndicate Member and by intimation to the Designated Intermediaries (as defined below).
In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR), the Net Issue shall be for at least 10% of the post-Issue paid-up equity share capital of our Company. The Issue is being
made through the Book Building Process, in compliance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the SEBI ICDR
Regulations), wherein not more than 50% of the Net Issue shall be allocated on a proportionate basis to QIBs (QIB Portion), provided that our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB
Portion to Anchor Investors on a discretionary basis (Anchor Investor Portion), at the Anchor Investor Allocation Price. Atleast one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to
the QIB Portion. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all
QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate
basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or
above the Issue Price. All potential Bidders, other than Anchor Investors, shall only participate in the Issue through the Application Supported by Blocked Amount (ASBA) process providing details of their respective bank
account which will be blocked by the Self Certified Syndicate Banks (SCSBs). Anchor Investors are not permitted to participate in the Issue through ASBA Process. For details, see Issue Procedure beginning on page 535.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ` 10 and the Floor Price is [] times the face value and the Cap
Price is [] times the face value. The Issue Price (determined and justified by our Company in consultation with the BRLMs, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building
Process, as stated under Basis for Issue Price beginning on page 96) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active
or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read
the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity
Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific
attention of the investors is invited to Risk Factors beginning on page 16.
ISSUERS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of
the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held
and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the
Promoter Selling Shareholders accept responsibility for and confirm (only to the extent of the information in the statements specifically confirmed or undertaken by it and its respective proportion of the Offered Shares offered by
them in this Red Herring Prospectus) that such statements are true and correct in all material aspects and are not misleading in any material respect. The Investor Selling Shareholder accepts responsibility only for and confirms
(only to the extent of the information in the statements specifically confirmed or undertaken by it as a selling shareholder and the V-Sciences Offered Shares in this Red Herring Prospectus) that such statements are true and correct
in all material aspects and are not misleading in any material respect. However, the Investor Selling Shareholder does not assume any responsibility for any other statement, including any statements made by or in relation to our
Company or the Promoter Selling Shareholders in this Red Herring Prospectus.
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received an in-principle approval from BSE and NSE for the listing of the Equity Shares pursuant
to letters dated July 28, 2017 and July 27, 2017, respectively. For the purposes of the Issue, the Designated Stock Exchange shall be NSE. A copy of this Red Herring Prospectus has been delievered to the RoC and a copy of the
Prospectus shall be delivered to the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of material contracts and documents available for inspection from the date of this Red Herring Prospectus up to
the Bid/ Offer Closing Date, see Material Contracts and Documents for Inspection on page 582.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
Kotak Mahindra Capital Company Limited Axis Capital Limited Credit Suisse Securities (India) Private Limited Karvy Computershare Private Limited
1st Floor, 27 BKC, Plot No. 27 1st Floor, Axis House, C-2, 10th Floor, Ceejay House, Plot F Karvy Selenium, Tower B
G Block, Bandra Kurla Complex, Wadia International Centre Shivsagar Estate, Dr. Annie Besant Road, Plot number 31 & 32 Gachibowli
Bandra (East), Mumbai 400 051 Pandurang Budhkar Marg, Worli, Mumbai 400 018 Financial District, Nanakramguda,
Tel: (91 22) 4336 0000, Fax: (91 22) 6713 2447 Worli, Mumbai 400 025 Tel: (91 22) 6777 3885, Fax: (91 22) 6777 3820 Hyderabad 500 032
E-mail: gavl.ipo@kotak.com Tel: (91 22) 4325 2183, Fax: (91 22) 4325 3000 E-mail: list.godrejagrovetipo@credit-suisse.com Tel: (91 40) 6716 2222, Fax: (91 40) 2343 1551
Investor grievance e-mail: kmccredressal@kotak.com E-mail: godrej.agrovet@axiscap.in Investor grievance e-mail: list.igcellmerbnkg@creditsuisse.com E-mail: godrej.agrovet@karvy.com
Website: www.investmentbank.kotak.com Investor grievance e-mail: complaints@axiscap.in Website: https://www.credit-suisse.com/in/en/investment-banking/ Investor grievance e-mail: einward.ris@karvy.com
Contact Person: Ganesh Rane Website: www.axiscapital.co.in regional-presence/asia-pacific/india/ipo.html Website: https://karisma.karvy.com
SEBI registration no.: INM000008704 Contact Person: Ankit Bhatia Contact Person: Abhay Agarwal Contact Person: M Murali Krishna
SEBI registration no.: INM000012029 SEBI registration no.: INM000011161 SEBI registration no.: INR000000221
BID/ISSUE PROGRAMME
BID/ISSUE OPENS ON October 4, 2017*
BID/ISSUE CLOSES ON October 6, 2017
*Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one
Working Day prior to the Bid/Issue Opening Date
TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 2
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY
OF PRESENTATION ............................................................................................................................................................ 13
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 15
SECTION II: RISK FACTORS ............................................................................................................................................. 16
SECTION III: INTRODUCTION.......................................................................................................................................... 39
SUMMARY OF INDUSTRY ................................................................................................................................................ 39
SUMMARY OF OUR BUSINESS ........................................................................................................................................ 43
SUMMARY OF FINANCIAL INFORMATION .................................................................................................................. 49
THE ISSUE............................................................................................................................................................................ 63
GENERAL INFORMATION ................................................................................................................................................ 65
CAPITAL STRUCTURE ...................................................................................................................................................... 74
OBJECTS OF THE ISSUE .................................................................................................................................................... 92
BASIS FOR ISSUE PRICE ................................................................................................................................................... 96
STATEMENT OF TAX BENEFITS ..................................................................................................................................... 99
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 102
INDUSTRY OVERVIEW ................................................................................................................................................... 102
OUR BUSINESS ................................................................................................................................................................. 128
REGULATIONS AND POLICIES ...................................................................................................................................... 145
HISTORY AND CERTAIN CORPORATE MATTERS ..................................................................................................... 148
OUR SUBSIDIARIES ......................................................................................................................................................... 154
OUR MANAGEMENT ....................................................................................................................................................... 158
OUR PROMOTERS AND PROMOTER GROUP .............................................................................................................. 180
OUR GROUP COMPANIES ............................................................................................................................................... 187
RELATED PARTY TRANSACTIONS .............................................................................................................................. 211
DIVIDEND POLICY........................................................................................................................................................... 212
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 213
FINANCIAL STATEMENTS ............................................................................................................................................. 213
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................. 459
STATEMENT OF CAPITALISATION .............................................................................................................................. 479
FINANCIAL INDEBTEDNESS ......................................................................................................................................... 480
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 482
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................................................... 482
GOVERNMENT AND OTHER APPROVALS .................................................................................................................. 509
OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................................................... 513
SECTION VII: ISSUE INFORMATION ............................................................................................................................ 528
TERMS OF THE ISSUE ...................................................................................................................................................... 528
ISSUE STRUCTURE .......................................................................................................................................................... 532
ISSUE PROCEDURE .......................................................................................................................................................... 535
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES..................................................................... 575
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 576
SECTION IX: OTHER INFORMATION ........................................................................................................................... 582
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................. 582
DECLARATION ................................................................................................................................................................. 584
(i)
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies,
shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be
to such legislation, act or regulation, as amended from time to time. In case of any inconsistency between the definitions given
below and the definitions contained in the General Information Document (as defined below), the definitions given below shall
prevail.
General Terms
Term Description
our Company, the Company, Godrej Agrovet Limited, a public limited company incorporated under the Companies
or the Issuer Act, 1956 and having its registered office at Godrej One, 3rd Floor, Pirojshanagar, Eastern
Express Highway, Vikhroli (East), Mumbai 400 079
we, us or our Unless the context otherwise indicates or implies, refers to our Company together with its
Subsidiaries
Company Related and Selling Shareholder Related Terms
Term Description
ACI Godrej ACI Godrej Agrovet Private Limited
Articles of Association/AoA Articles of Association of our Company
Associates Al Rahba International Trading LLC and Crop Science Advisors LLP
Astec Europe Astec Europe Sprl
Astec LifeSciences Astec LifeSciences Limited
Auditors/Statutory Auditors Statutory auditors of our Company, namely, B S R & Co. LLP, Chartered Accountants
Behram Chemicals Behram Chemicals Private Limited
Board/Board of Directors Board of Directors of our Company including a duly constituted committee thereof
Comercializadora Agricola Comercializadora Agricola Agroastrachem Cia Ltda
Creamline Dairy Creamline Dairy Products Limited
CRISIL CRISIL Limited
CSR Committee Corporate Social Responsibility Committee
Director(s) Director(s) of our Company
Equity Shares Equity shares of our Company of face value of 10 each
ESPS Godrej Agrovet Limited Employee Share Purchase Scheme
ESOP Scheme I Godrej Agrovet Limited Employees Stock Option Scheme I
ESOP Scheme II Godrej Agrovet Limited Employees Stock Option Scheme II
ESOP Trust Godrej Agrovet Limited Employees Stock Option Trust
GIL Godrej Industries Limited
Godrej Tyson Godrej Tyson Foods Limited
Godvet Agrochem Godvet Agrochem Limited
Group Companies Companies which are covered under the applicable accounting standards and also other
companies as considered material by our Board, as identified in Our Group Companies
beginning on page 187
Investor Selling Shareholder/V- V-Sciences Investments Pte Ltd
Sciences
GSGL Godrej Seeds and Genetics Limited
Joint Ventures Joint Venture companies of our Company, namely, Godrej Tyson Foods Limited and ACI
Godrej Agrovet Private Limited
2
Term Description
Key Management Personnel Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI
ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as disclosed in Our
Management beginning on page 158
Managing Director Balram S. Yadav, Managing Director of our Company
Memorandum of Memorandum of Association of our Company
Association/MoA
Nagavalli Milkline Nagavalli Milkline Private Limited
Preference Shares Preference shares of our Company of face value of 10 each
Promoter Promoters of our Company namely, Godrej Industries Limited, Nadir B. Godrej and Adi
B. Godrej. For details, see Our Promoters and Promoter Group beginning on page 180
Promoter Group Persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(zb) of the SEBI ICDR Regulations. For details, see Our Promoters and
Promoter Group beginning on page 180
Promoter Selling Shareholder Godrej Industries Limited
Registered Office Registered and corporate office of our Company situated at Godrej One, 3rd Floor,
Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079
Registrar of Companies/RoC Registrar of Companies, Maharashtra situated at Mumbai
Restated Financial Statements Restated consolidated and standalone summary statement of assets and liabilities for the
quarter ended June 30, 2017, and for years ended March 31, 2017, March 31, 2016, March
31, 2015, March 31, 2014 and March 31, 2013, the restated consolidated and standalone
summary statement of profit and loss and the restated consolidated and standalone
summary statement of cash flow for quarter ended June 30, 2017, and each of the years
ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31,
2013
Selling Shareholders Collectively, the Promoter Selling Shareholder and the Investor Selling Shareholder
Shareholders Shareholders of our Company from time to time
Subsidiaries Subsidiaries and step down subsidiaries of our Company namely, Astec LifeSciences
Limited, Behram Chemicals Private Limited, Astec Europe Sprl, Comercializadora
Agricola Agroastrachem Cia Ltda, Creamline Dairy Products Limited, Nagavalli Milkline
Private Limited and Godvet Agrochem Limited
Issue Related Terms
Term Description
Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof of
registration of the Bid cum Application Form
Allot/Allotment/Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh
Issue and transfer of the respective portion of the Offered Shares by each of the Selling
Shareholders pursuant to the Offer for Sale to the successful Bidders
Allotment Advice A note or advice or intimation of Allotment sent to the successful Bidders who have been
or are to be Allotted the Equity Shares after the Basis of Allotment has been approved by
the Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and this Red
Herring Prospectus
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors in terms of this
Red Herring Prospectus and the Prospectus, which will be decided by our Company, in
consultation with the BRLMs
Anchor Investor Application Form The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
which will be considered as an application for Allotment in terms of this Red Herring
Prospectus and the Prospectus
Anchor Investor Bid/Issue Period One Working Day prior to the Bid/Issue Opening Date, on which Bids by Anchor
Investors shall be submitted and allocation to Anchor Investors shall be completed
3
Term Description
Anchor Investor Issue Price The final price at which the Equity Shares will be Allotted to the Anchor Investors in
terms of this Red Herring Prospectus and the Prospectus, which price will be equal to or
higher than the Issue Price but not higher than the Cap Price
The Anchor Investor Issue Price will be decided by our Company, in consultation with
the BRLMs
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in consultation
with the BRLMs, to the Anchor Investors on a discretionary basis in accordance with the
SEBI ICDR Regulations
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price
Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
Amount or ASBA authorising an SCSB to block the Bid Amount in the ASBA Account
ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form submitted by
ASBA Bidders for blocking the Bid Amount mentioned in the ASBA Form
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit
Bids, which will be considered as the application for Allotment in terms of this Red
Herring Prospectus and the Prospectus
Axis Axis Capital Limited
Banker(s) to the Issue Escrow Collection Bank, Refund Bank and Public Issue Account Bank
Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Issue
and which is described in Issue Procedure beginning on page 535
Bid An indication to make an offer during the Bid/Issue Period by a Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bid/Issue Period by the
Anchor Investor, pursuant to submission of the Anchor Investor Application Form, to
purchase the Equity Shares at a price within the Price Band, including all revisions and
modifications thereto as permitted under the SEBI ICDR Regulations
The term Bidding shall be construed accordingly
Bid/Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, being October 6, 2017. Our
Company may, in consultation with the BRLMs, consider closing the Bid/Issue Period
for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the
SEBI ICDR Regulations.
Bid/Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, being October 4, 2017
Bid/Issue Period Except in relation to Anchor Investors, the period between the Bid/Issue Opening Date
and the Bid/Issue Closing Date, inclusive of both days, during which prospective Bidders
can submit their Bids, including any revisions thereof
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable
by the Bidder or blocked in the ASBA Account of the ASBA Bidders, as the case may be,
upon submission of the Bid
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [] Equity Shares
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor and an Eligible Employee.
Bidding Centres The centres at which the Designated Intermediaries shall accept the Bid cum Application
Forms, i.e. Designated Branches for SCSBs, Specified Locations for the Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Schedule XI of the SEBI ICDR Regulations, in
terms of which the Issue is being made
4
Term Description
Book Running Lead Managers/ The book running lead managers to the Issue namely, Kotak Mahindra Capital Company
BRLMs Limited, Axis Capital Limited and Credit Suisse Securities (India) Private Limited
Broker Centres The broker centres notified by the Stock Exchanges where Bidders can submit the ASBA
Forms to a Registered Broker
The details of such Broker Centres, along with the names and the contact details of the
Registered Brokers are available on the websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
CAN / Confirmation of Allocation A notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Note have been allocated Equity Shares, after the Anchor Investor Bid/Issue Period
Cash Escrow Agreement The cash escrow agreement dated September 21, 2017 entered into among our Company,
the Selling Shareholders, the BRLMs, the Registrar to the Issue, the Bankers to the Issue
and the Syndicate Member for inter alia, collection of the Bid Amounts from the Anchor
Investors and where applicable, refunds of the amounts collected from the Anchor
Investors, on the terms and conditions thereof
CDP / Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with
Participant SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of
circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI
Cap Price The higher end of the Price Band, above which the Issue Price and Anchor Investor Issue
Price will not be finalised and above which no Bids will be accepted
Client ID The client identification number maintained with one of the Depositories in relation to
demat account
Credit Suisse Credit Suisse Securities (India) Private Limited
Cut-off Price The Issue Price finalised by our Company in consultation with the BRLMs
Only Retail Individual Bidders and Eligible Employees (subject to the Bid Amount being
up to 500,000) are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional
Bidders are not entitled to Bid at the Cut-off Price
Demographic Details Details of the Bidders including the Bidders address, name of the Bidders father /
husband, investor status, occupation and bank account details
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such
other website as may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with names and contact details of
the CDPs eligible to accept ASBA Forms are available on the websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com)
Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from the
Escrow Account or the amounts blocked by the SCSBs are transferred from the ASBA
Accounts, as the case may be, to the Public Issue Account or the Refund Account, as
appropriate, after the Prospectus is filed with the RoC
Designated Intermediaries The members of the Syndicate, Sub-Syndicate/Agents, SCSBs, Registered Brokers, CDPs
and RTAs, who are authorised to collect Bid cum Application Forms from the Bidders, in
relation to the Issue
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of
the RTAs eligible to accept ASBA Forms are available on the websites of the Stock
Designated Stock Exchange National Stock Exchange of India Limited
Draft Red Herring Prospectus or The Draft Red Herring Prospectus dated July 18, 2017, issued in accordance with the
DRHP SEBI ICDR Regulations, which does not contain complete particulars of the price at
which the Equity Shares will be Allotted and the size of the Issue
Eligible Employees All or any of the following:
5
Term Description
(a) a permanent and full time employee of our Company as of the date of filing of
this Red Herring Prospectus with the RoC and who continues to be a permanent
and full time employee of our Company, until the submission of the ASBA Form
and is based, working and present in India as on the date of submission of the
ASBA Form; and
(b) a Director of our Company, whether a whole time Director or otherwise,
(excluding such Directors not eligible to invest in the Issue under applicable
laws, rules, regulations and guidelines) as of the date of filing this Red Herring
Prospectus with the RoC and who continues to be a Director of our Company
until the submission of the ASBA Form and is based and present in India as on
the date of submission of the ASBA Form.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed 500,000 on a net basis. However, the initial Allotment to an
Eligible Employee in the Employee Reservation Portion shall not exceed 200,000. Only
in the event of an under-subscription in the Employee Reservation Portion post the initial
allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible
Employees Bidding in the Employee Reservation Portion, for a value in excess of
200,000, subject to the total Allotment to an Eligible Employee not exceeding 500,000
Employee Reservation Portion Portion of the Issue being up to [] Equity Shares aggregating up to 200 million
available for allocation to Eligible Employees, on a proportionate basis
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Issue and in relation to whom the Bid cum Application Form and this
Red Herring Prospectus will constitute an invitation to purchase the Equity Shares
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the Bidders
(excluding the ASBA Bidders) will issue cheques or demand drafts in respect of the Bid
Amount when submitting a Bid
Escrow Collection Bank A bank, which is a clearing member and registered with SEBI as a banker to an offer
under the SEBI BTI Regulations and with whom the Escrow Account has been opened,
in this case being HDFC Bank Limited
First Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first holder
of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which the
Issue Price and the Anchor Investor Issue Price will be finalised and below which no Bids
will be accepted
Fresh Issue The fresh issue of up to [] Equity Shares aggregating up to 2,915.12 million by our
Company
General Information The General Information Document for investing in public issues, prepared and issued in
Document/GID accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by
SEBI, suitably modified and included in Issue Procedure beginning on page 535
Issue The initial public offer of up to [] Equity Shares of face value of 10 each for cash at a
price of [] each, aggregating up to [] million, comprising
(i) the Fresh Issue of up to [] Equity Shares aggregating up to 2,915.12 million
(ii) Offer for Sale of up to [] Equity Shares aggregating up to 3,000 million by
Godrej Industries Limited and up to 12,300,000 Equity Shares aggregating up to
[] million by V-Sciences
The Issue comprises the Net Issue to the public aggregating up to [] million and the
Employee Reservation Portion
Issue Agreement The agreement dated July 18, 2017 between our Company, the Selling Shareholders and
the BRLMs, pursuant to which certain arrangements are agreed to in relation to the Issue
Issue Price The final price at which Equity Shares will be Allotted to Bidders (other than Anchor
Investors). Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Issue
Price in terms of this Red Herring Prospectus
The Issue Price will be decided by our Company in consultation with the BRLMs on the
Pricing Date in accordance with the Book-building Process and this Red Herring
Prospectus
6
Term Description
Issue Proceeds The proceeds of the Issue that is available to our Company and the Selling Shareholders.
For further information about use of Issue Proceeds, see Objects of the Issue beginning
on page 92
Kotak Kotak Mahindra Capital Company Limited
Maximum RIB Allottees The maximum number of RIBs who can be allotted the minimum Bid Lot. This is
computed by dividing the total number of Equity Shares available for Allotment to RIBs
by the minimum Bid Lot
Monitoring Agency HDFC Bank Limited
Mutual Fund Portion 5% of the Net QIB Portion or [] Equity Shares which shall be available for allocation to
Mutual Funds only on a proportionate basis
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Net Issue Issue less the Employee Reservation Portion
Net Proceeds Proceeds of the Fresh Issue less our Companys share of the Issue expenses
For further information about use of the Issue Proceeds and the Issue expenses, see
Objects of the Issue beginning on page 92
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors
Non-Institutional Bidders / NIIs All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity
Shares for an amount of more than 200,000 (but not including NRIs other than Eligible
NRIs)
Non-Institutional Portion The portion of the Net Issue being not less than 15% of the Issue consisting of [] Equity
Shares which shall be available for allocation on a proportionate basis to Non-Institutional
Bidders, subject to valid Bids being received at or above the Issue Price
Non-Resident A person resident outside India, as defined under FEMA and includes NRIs, FVCIs and
FPIs
Non-Resident Indians A non-resident Indian as defined under the FEMA Regulations
Offer for Sale The offer for sale of up to [] equity shares by Godrej Industries Limited aggregating up
to 3,000 million and up to 12,300,000 equity shares by V-Sciences aggregating up to
[] million equity shares at the Issue Price in terms of this Red Herring Prospectus
For further details in relation to Selling Shareholders, see The Issue beginning on page
63
Offered Shares Up to [] Equity Shares aggregating up to [] million offered by the Selling Shareholders
in the Offer for Sale
Pre-IPO Placement The private placement of 192,901 Equity Shares for cash consideration aggregating to
84.88 million, undertaken by our Company, in consultation with the BRLMs, in favour
of identified employees of certain of our Group Companies and Joint Ventures. For further
details in relation to the Pre-IPO Placement, see Capital Structure Notes to the Capital
Structure on page 75
Price Band The price band of a minimum price of [] per Equity Share (Floor Price) and the
maximum price of [] per Equity Share (Cap Price) including revision(s) thereof
The Price Band for the Issue will be decided by our Company by seeking and ensuring
alignment with the Selling Shareholders, in consultation with the BRLMs, in the manner
as agreed upon in the Issue Agreement and the minimum Bid Lot size for the Issue will
be decided by our Company in consultation with the BRLMs and will be advertised at
least five Working Days prior to the Bid/Issue Opening Date, in all editions of the English
national newspaper the Financial Express, all editions of the Hindi national newspaper
Jansatta and Mumbai edition of the Marathi newspaper Navshakti (Marathi being the
regional language of Maharashtra, where the Registered Office is located), each with wide
circulation
Pricing Date The date on which our Company in consultation with the BRLMs, will finalise the Issue
Price
7
Term Description
Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with
Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations containing, inter
alia, the Issue Price that is determined at the end of the Book Building Process, the size
of the Issue and certain other information including any addenda or corrigenda thereto
Public Issue Account The account to be opened, in accordance with Section 40 of the Companies Act, 2013,
with the Public Issue Bank(s) to receive monies from the Escrow Account(s) and the
ASBA Accounts on the Designated Date
Public Issue Bank The bank(s) with whom the Public Issue Account for collection of Bid Amounts from
Escrow Accounts and ASBA Accounts will be opened, in this case being Kotak Mahindra
Bank Limited, Axis Bank Limited, ICICI Bank Limited and HDFC Bank Limited
QIB Portion The portion of the Issue (including the Anchor Investor Portion) being not more than 50%
of the Net Issue or [] Equity Shares which shall be allocated to QIBs (including Anchor
Investors).
Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB
Portion to Anchor Investors on a discretionary basis.
QIBs / QIB Bidders / Qualified The qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR
Institutional Buyers Regulations
Red Herring Prospectus or RHP This Red Herring Prospectus to be issued in accordance with Section 32 of the Companies
Act, 2013, and the provisions of the SEBI ICDR Regulations, which will not have
complete particulars of the price at which the Equity Shares will be offered and the size
of the Issue, including any addenda or corrigenda thereto
This Red Herring Prospectus will be registered with the RoC at least three days before the
Bid/Issue Opening Date and will become the Prospectus upon filing with the RoC on or
after the Pricing Date
Refund Account(s) The account to be opened with the Refund Bank, from which refunds, if any, of the whole
or part of the Bid Amount to the Anchor Investors shall be made
Refund Bank HDFC Bank Limited
Registered Brokers The stock brokers registered with the stock exchanges having nationwide terminals, other
than the Members of the Syndicate and eligible to procure Bids in terms of circular
number CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI
Registrar to the Issue/Registrar Karvy Computershare Private Limited
Registrar Agreement The agreement dated July 18, 2017, entered into amongst our Company, the Selling
Shareholders and the Registrar to the Issue, in relation to the responsibilities and
obligations of the Registrar to the Issue pertaining to the Issue
Retail Individual Bidder(s)/Retail Resident Indian individual Bidders submitting Bids, who have Bid for the Equity Shares
Individual for an amount not more than 200,000 in any of the bidding options in the Issue (including
Investor(s)/RII(s)/RIB(s) HUFs applying through their Karta)
Retail Portion The portion of the Net Issue being not less than 35% of the Issue or [] Equity Shares
which shall be available for allocation to Retail Individual Bidders in accordance with the
SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price
Revision Form The form used by Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their Bid cum Application Forms or any previous Revision Form(s)
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders can revise their Bids during the Bid/Issue Period and withdraw their
Bids until Bid/Issue Closing Date.
RTAs / Registrar and Share The registrar and share transfer agents registered with SEBI and eligible to procure Bids
Transfer Agents at the Designated RTA Locations in terms of circular number
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Self Certified Syndicate Bank(s) The Banks registered with SEBI, offering services in relation to ASBA, a list of which is
or SCSB(s) available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries and
updated from time to time
Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement namely Karvy
Computer Share Private Limited
8
Term Description
Share Escrow Agreement The share escrow agreement dated September 21, 2017 entered into among our Company,
the Selling Shareholders and the Share Escrow Agent in connection with the transfer of
Equity Shares under the Issue by the Selling Shareholders and credit of such Equity Shares
to the demat accounts of the Allottees
Specified Locations The Bidding centres where the Syndicate shall accept Bid cum Application Forms
Syndicate / Members of the The BRLMs and the Syndicate Member
Syndicate
Syndicate Agreement The syndicate agreement dated September 21, 2017 entered into among our Company,
the Selling Shareholders, the BRLMs and the Syndicate Member in relation to collection
of Bid cum Application Forms by the Syndicate
Syndicate Member The intermediaries registered with SEBI who are permitted to carry out activities as an
underwriter, namely, Kotak Securities Limited.
Underwriters []
Underwriting Agreement The underwriting agreement to be entered into among our Company, the Selling
Shareholders and the Underwriters, on or after the Pricing Date, but prior to filing the
Prospectus with the RoC
V-Sciences Offered Shares Up to 12,300,000 Equity Shares offered by V-Sciences
Wilful Defaulter Company or person categorised as a wilful defaulter by any bank or financial institution
or consortium thereof, in accordance with the guidelines on wilful defaulters issued by
the Reserve Bank of India and includes any company whose director or promoter is
categorised as such
Working Day All days other than second and fourth Saturday of the month, Sunday or a public holiday,
on which commercial banks in Mumbai are open for business; provided however, with
reference to (a) announcement of Price Band; (b) Bid/Issue Period, shall mean all days,
excluding Saturdays, Sundays and public holidays, on which commercial banks in
Mumbai are open for business; and (c) the time period between the Bid/ Issue Closing
Date and the listing of the Equity Shares on the Stock Exchanges, it shall mean all trading
days of the Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI
Circular number SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
Technical/Industry Related Terms/Abbreviations
Term Description
FFB Fresh Fruit Bunches
MMT Million Metric Tons
MT Metric Tons
Conventional and General Terms or Abbreviations
Term Description
/Rs./Rupees/INR Indian Rupees
AGM Annual general meeting
AIF Alternative Investment Fund as defined in and registered with SEBI under the Securities
and Exchange Board of India (Alternative Investments Funds) Regulations, 2012
Air Act Air (Prevention and Control of Pollution) Act, 1981
AML Anti money laundering
AS/Accounting Standards Accounting standards issued by the Institute of Chartered Accountants of India
Bn/bn Billion
BSE BSE Limited
Category I foreign portfolio FPIs who are registered as Category I foreign portfolio investors under the SEBI FPI
investors Regulations
Category II foreign portfolio FPIs who are registered as Category II foreign portfolio investors under the SEBI FPI
9
Term Description
Category III foreign portfolio FPIs who are registered as Category III foreign portfolio investors under the SEBI FPI
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
CENVAT Central Value Added Tax
CESTAT Customs, Excise and Service Tax Appellate Tribunal
CIN Corporate Identity Number
CIT Commissioner of Income Tax
Civil Code The Code of Civil Procedure, 1908
Companies Act Companies Act, 1956 and Companies Act, 2013, as applicable
Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to have
effect upon notification of the sections of the Companies Act, 2013) along with the
relevant rules made thereunder
Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the Notified
Sections, along with the relevant rules made thereunder
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participants Identification
DP/Depository Participant A depository participant as defined under the Depositories Act
DTC Direct Taxes Code
ECB External Commercial Borrowing
EGM Extraordinary General Meeting
EPS Earnings Per Share
Essential Commodities Act Essential Commodities Act, 1955
Factories Act Factories Act, 1948
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder
Fertilizer Control Order Fertilizer (Control) Order, 1985
Financial Year/Fiscal/ Fiscal Unless stated otherwise, the period of 12 months ending March 31 of that particular year
Year/FY
FIR First information report
FPI(s) Foreign Portfolio Investors as defined under the SEBI FPI Regulations
FVCI Foreign Venture Capital Investors as defined and registered under the SEBI FVCI
Regulations
GAAR General anti-avoidance rules
Gazette Gazette of India
GDP Gross Domestic Product
GIR General Index Register
GoI/Government Government of India
GST Goods and Services Tax
Hazardous Waste Rules Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
IMF International Monetary Fund
Income Tax Act The Income-tax Act, 1961
10
Term Description
Ind AS Indian Accounting Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015
India Republic of India
Indian Accounting Standard Rules The Companies (Indian Accounting Standards) Rules of 2015
Indian Boilers Act Indian Boilers Act, 1923
Indian GAAP Generally Accepted Accounting Principles in India
Insecticides Act Insecticides Act, 1968
IPC The Indian Penal Code, 1860
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IST Indian Standard Time
IT Information Technology
JMFC Judicial Magistrate First Class
KYC Know Your Customer
Legal Metrology Act Legal Metrology Act, 2009
MCA Ministry of Corporate Affairs, Government of India
MoU Memorandum Of Understanding
Mn/mn Million
N.A./NA Not Applicable
NAV Net Asset Value
NEFT National Electronic Fund Transfer
Negotiable Instruments Act Negotiable Instruments Act, 1881
Notified Sections The sections of the Companies Act, 2013 that have been notified by the Ministry of
Corporate Affairs, Government of India
NR Non-Resident
NRI A person resident outside India, who is a citizen of India or a person of Indian origin, and
shall have the meaning ascribed to such term in the Foreign Exchange Management
(Deposit) Regulations, 2000
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB/Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to
the extent of at least 60% by NRIs including overseas trusts, in which not less than 60%
of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date had taken benefits under
the general permission granted to OCBs under FEMA. OCBs are not allowed to invest in
the Issue
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992
SEBI Act Securities and Exchange Board of India Act, 1992
11
Term Description
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations,
2012
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI Depository Regulations Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996
SEBI ESOP Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015
SEBI Mutual Fund Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
SEBI Portfolio Manager Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993
Regulations
SEBI Stock Broker Regulations Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations,
1992
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
Securities Act U.S. Securities Act, 1933
SICA The erstwhile Sick Industrial Companies (Special Provisions) Act, 1985
Stamp Act The Indian Stamp Act, 1899
State Government The government of a state in India
Stock Exchanges BSE and NSE
STT Securities Transaction Tax
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
TAN Tax deduction account number
U.S./USA/United States United States of America
USD/US$ United States Dollars
VAT Value Added Tax
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF
Regulations
Water Act Water (Prevention and Control of Pollution) Act, 1974
The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms under the
SEBI ICDR Regulations, the Companies Act, the SEBI Act, the SCRA, the Depositories Act and the rules and regulations made
thereunder.
Notwithstanding the foregoing, terms in Statement of Tax Benefits, Financial Statements, Regulations and Policies,
Issue Procedure Part B, Industry Overview and Main Provisions of Articles of Association beginning on pages 99,
213, 145, 544, 102 and 576 respectively, shall have the meaning given to such terms in such sections.
12
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
Unless otherwise specified or the context otherwise requires, all references in this Red Herring Prospectus to India are to the
Republic of India and all references to USA, US and United States are to the United States of America.
Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers of this Red
Herring Prospectus.
Financial Data
Unless stated otherwise, the financial data in this Red Herring Prospectus is derived from the Restated Financial Statements of
our Company which comprises the restated audited balance sheet, the restated audited profit and loss statement and the restated
audited cash flow statement for the quarter ended June 30, 2017 and for the Financial Years 2017, 2016, 2015, 2014 and 2013,
together with the annexures and notes thereto, prepared in accordance with sub-clause (i), (ii) and (iii) of clause (b) of sub-
section (1) of section 26 of Chapter III of the Companies Act, 2013 read with rule 4 of the Companies (Prospectus and Allotment
of Securities) Rules, 2014 and Ind AS, and restated in accordance with the SEBI ICDR Regulations.
In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off. All figures in decimals have been rounded off to the second decimal and accordingly there may be consequential
changes in this Red Herring Prospectus on account of rounding off adjustments.
Our Companys Financial Year commences on April 1 and ends on March 31 of the next year; accordingly, all references to a
particular Financial Year, unless stated otherwise, are to the 12 months period ended on March 31 of that year.
Unless the context otherwise indicates, any percentage amounts, as set forth in Risk Factors, Our Business and
Managements Discussion and Analysis of Financial Conditions and Results of Operations beginning on pages 16, 128 and
459, respectively, and elsewhere in this Red Herring Prospectus have been calculated on the basis of our Restated Financial
Statements prepared in accordance with the Companies Act and Ind AS and restated in accordance with the SEBI ICDR
Regulations.
Currency and Units of Presentation
All references to:
BDT are to the Bangladeshi Taka, the official currency of Bangladesh.
EUR or are to Euro, the official currency of Eurozone.
Colombian Peso or COP or $ are to Peso, the official currency of Colombia.
Rupees or or INR or Rs. are to the Indian Rupee, the official currency of the Republic of India.
US$ or USD are to the United States Dollar, the official currency of the United States.
Our Company has presented certain numerical information in this Red Herring Prospectus in million and billion units, as
applicable. One million represents 1,000,000, one billion represents 1,000,000,000 and one crore represents 10,000,000.
Exchange Rates
This Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation
that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rates:
(in )
Currency As on June 30, As on March As on March As on March As on March As on March
2017 31, 2017 31, 2016 31, 2015 31, 2014(1) 31, 2013(2)
1 USD 64.74 64.83 66.33 62.59 60.09 54.38
1 BDT 0.80 0.81 0.84 0.80 0.77 0.70
1 EUR 74.00 69.25 75.10 67.51 82.58 69.54
1 COP 0.02 0.02 0.02 0.02 0.03 0.03
(Source: RBI website, Bloomberg)
13
(1) Exchange rate as on March 28, 2014, as RBI reference rate and Bloomberg data are not available for March 31, 2014, March 30, 2014
and March 29, 2014 being a public holiday, a Sunday and a Saturday, respectively.
(2)
Exchange rate as on March 28, 2013, as RBI reference rate and Bloomberg data are not available for March 31, 2013, March 30, 2013
and March 29, 2013 being a Sunday, a Saturday and a public holiday, respectively.
Further, the exchange rates of Argentine Peso, Nigerian Naira and Indonesion Rupiah as of March 31, 2017 are 4.21, 0.21
and 0.005, respectively. (Source: Bloomberg)
Industry and Market Data
Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or derived from
publicly available information as well as industry publications (including the reports prepared by Dr. P. Rethinam, CRISIL,
LightCastle Partners, A.C. Nielson, and IMARC Services Private Limited).
Industry publications (including the reports prepared by Dr. P. Rethinam, CRISIL, LightCastle Partners, and IMARC Services
Private Limited) generally state that the information contained in such publications has been obtained from publicly available
documents from various sources believed to be reliable but their accuracy and completeness are not guaranteed and their
reliability cannot be assured. Although we believe the industry and market data used in this Red Herring Prospectus is reliable,
it has not been independently verified by us or the BRLMs or any of their affiliates or advisors. The data used in these sources
may have been reclassified by us for the purposes of presentation. Data from these sources may also not be comparable. Such
data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those
discussed in Risk Factors We have commissioned industry reports from certain agencies, which have been used for industry
related data in this Red Herring Prospectus and such data has not been independently verified by us beginning on page 32.
Accordingly, investment decisions should not be based solely on such information.
The extent to which the market and industry data used in this Red Herring Prospectus is meaningful depends on the readers
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering
methodologies in the industry in which the business of our Company is conducted, and methodologies and assumptions may
vary widely among different industry sources.
Disclaimer of CRISIL
This Red Herring Prospectus contains data and statistics from certain reports and material prepared by CRISIL, which is subject
to the following disclaimer:
CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report
(Report) based on the Information obtained by CRISIL from sources which it considers reliable (Data). However,
CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible for any
errors or omissions or for the results obtained from the use of Data / Report. This Report is not a recommendation to
invest / disinvest in any entity covered in the Report and no part of this Report should be construed as an expert advice
or investment advice or any form of investment banking within the meaning of any law or regulation. CRISIL especially
states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors of this Report. Without
limiting the generality of the foregoing, nothing in the Report is to be construed as CRISIL providing or intending to
provide any services in jurisdictions where CRISIL does not have the necessary permission and/or registration to carry
out its business activities in this regard. Godrej Agrovet Limited will be responsible for ensuring compliances and
consequences of non-compliances for use of the Report or part thereof outside India. CRISIL Research operates
independently of, and does not have access to information obtained by CRISILs Ratings Division / CRISIL Risk and
Infrastructure Solutions Ltd (CRIS), which may, in their regular operations, obtain information of a confidential nature.
The views expressed in this Report are that of CRISIL Research and not of CRISILs Ratings Division / CRIS. No part
of this Report may be published/reproduced in any form without CRISILs prior written approval.
14
FORWARD-LOOKING STATEMENTS
This Red Herring Prospectus contains certain forward-looking statements. These forward-looking statements generally can
be identified by words or phrases such as aim, anticipate, believe, expect, estimate, intend, objective, plan,
project, will, will continue, will pursue or other words or phrases of similar import. Similarly, statements that describe
our Companys strategies, objectives, plans or goals are also forward-looking statements.
All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to
differ materially from those contemplated by the relevant forward-looking statement.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties
associated with the expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which our
Company has businesses and its ability to respond to them, its ability to successfully implement its strategy, its growth and
expansion, technological changes, its exposure to market risks, general economic and political conditions in India and globally
which have an impact on its business activities or investments, the monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the
financial markets in India and globally, changes in laws, regulations and taxes and changes in competition in its industry.
Important factors that could cause actual results to differ materially from our Companys expectations include, but are not
limited to, the following:
unfavourable local and global weather patterns;
inability to manage our diversified operations given the five business verticals we operate in;
dependency of our revenue from our animal feed business;
availability of raw materials and arrangements with suppliers for raw materials;
handling, processing or storage of raw materials or products;
dependency of utilisation of services of third parties for our operations; and
seasonal variations in our businesses.
For further discussion of factors that could cause the actual results to differ from the expectations, see Risk Factors, Our
Business and Managements Discussion and Analysis of Financial Condition and Results of Operations beginning on pages
16, 128 and 459, respectively. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those that have
been estimated.
We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct. Given
these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard
such statements as a guarantee of future performance.
Forward-looking statements reflect the current views of our Company as of the date of this Red Herring Prospectus and are not
a guarantee of future performance. These statements are based on the managements beliefs and assumptions, which in turn are
based on currently available information. Although we believe the assumptions upon which these forward-looking statements
are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on
these assumptions could be incorrect. Neither our Company, our Directors, the Selling Shareholders, the BRLMs nor any of
their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after
the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.
In accordance with regulatory requirements, our Company and the BRLMs will ensure that investors in India are informed of
material developments from the date of this Red Herring Prospectus until the time of the grant of listing and trading permission
by the Stock Exchanges. The Selling Shareholders, severally and not jointly, will ensure that investors are informed of material
developments in relation to the statements relating to and undertakings specifically confirmed or undertaken by such Selling
Shareholder in this Red Herring Prospectus and the Prospectus in relation itself or their respective portion of the Offered Shares
until the time of the grant of listing and trading permission by the Stock Exchanges.
15
SECTION II: RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Red
Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares.
The risks described below are not the only ones relevant to us or our Equity Shares, the industry and segments in which we
currently operate or propose to operate. Additional risks and uncertainties, not presently known to us or that we currently deem
immaterial may also impair our businesses, results of operations, financial condition and cash flows. If any of the following
risks, or other risks that are not currently known or are currently deemed immaterial, actually occur, our businesses, results of
operations, financial condition and cash flows could suffer, the trading price of our Equity Shares could decline, and you may
lose all or part of your investment. To obtain a complete understanding of our Company, prospective investors should read this
section in conjunction with Our Business, Industry Overview and Managements Discussions and Analysis of Financial
Condition and Results of Operations on pages 128, 102 and 459, respectively, as well as the financial, statistical and other
information contained in this Red Herring Prospectus. In making an investment decision, prospective investors must rely on
their own examination of us and the terms of the Issue including the merits and risks involved. You should consult your tax,
financial and legal advisors about the particular consequences to you of an investment in our Equity Shares.
Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of India and
is subject to a legal and regulatory environment, which may differ in certain respects from that of other countries. This Red
Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our
actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors,
including the considerations described below and elsewhere in this Red Herring Prospectus. For details, see Forward-
Looking Statements on page 15.
Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other
implications of any of the risks described in this section. Unless the context requires otherwise, the financial information of our
Company has been derived from the Restated Financial Statements.
Internal Risk Factors
Risks Relating to our Business
1. Unfavourable local and global weather patterns may have an adverse effect on our business, results of operations
and financial condition.
As an agri-based company, our businesses are sensitive to weather conditions, including extremes such as drought and
natural disasters. There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may
have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather
and natural disasters. The availability of raw materials that we require for our operations and the demand for our
products may be adversely affected by longer than usual periods of heavy rainfall in certain regions or a drought in
India caused by weather patterns such as the El Nino. For example, natural disasters, excessive rainfall or extended
periods of dry weather will lead to a decrease in the overall yield of FFB at oil palm plantations to which we have
access. Excessive rainfall may lead to poor pollination of palms, decrease the effectiveness of fertilizers and affect
harvesting, while drought results in oil palm plantations forming fewer fruit bunches.
Adverse weather conditions may also cause volatility in the prices of commodities, which may affect growers
decisions about the types and quantum of crops to plant and may consequently affect the sales of our crop protection
products. Further, we may be subjected to decreased availability of water, which could impact our manufacturing
operations. The increasing concern over climate change may also result in enhanced regional and global legal and
regulatory requirements to reduce or mitigate the effects of greenhouse gases, as well as more stringent regulation of
water rights. In the event that such regulations are enacted and are more aggressive than the sustainability measures
that we are currently undertaking to monitor our emissions, improve our energy efficiency, and reduce and reuse water,
we may experience significant increases in our costs of operations. Consequently, the occurrence of any such
unfavourable weather patterns may adversely affect our business, results of operations and financial condition.
2. We operate in five business verticals and our inability to manage our diversified operations may have an adverse
effect on our business, results of operations and financial condition.
We operate in five business verticals, on our own and through our subsidiaries, joint ventures and associates: animal
feed, crop protection, oil palm, dairy, and poultry and processed food. As a result of operating such diverse businesses,
our management requires considerable expertise and skill to manage and allocate an appropriate amount of time and
attention to each business. Operating such diverse businesses also makes forecasting future revenue and operating
results difficult, which may impair our operations and your ability to assess our prospects. In addition, our cost controls,
internal controls, and accounting and reporting systems must be integrated and upgraded on a continual basis to support
our diversified businesses. In order to manage and integrate our diversified businesses effectively, we will be required
to, among other things, stay abreast with key developments in each geography in which we operate, implement and
16
continue to improve our operational, financial and management systems, develop the management skills of our
managers and continue to train, motivate and manage our employees. If we are unable to manage our diversified
operations, our business, results of operations and financial condition may be adversely affected.
3. We derive a significant portion of our revenue from our animal feed business and any reduction in demand or in
the production of such products could have an adverse effect on our business, results of operations and financial
condition.
We derive a significant portion of our revenue from our animal feed business, which primarily comprises the sale of
cattle, poultry (broiler and layer), aqua (fish and shrimp) and specialty feed. For the three months ended June 30, 2017
and the financial years 2017, 2016 and 2015, our revenue from our animal feed business was 6,344.64 million,
26,208.22 million, 25,442.02 million and 25,429.88 million, or 46.5%, 53.2%, 67.8% and 76.8% of our revenue
from operations, respectively. Consequently, any reduction in demand or a temporary or permanent discontinuation of
manufacturing of such products could have an adverse effect on our business, results of operations and financial
condition.
4. We do not have long-term agreements with suppliers for our raw materials and an increase in the cost of, or a
shortfall in the availability of such raw materials could have an adverse effect on our business and results of
operations.
Each of our businesses depend on the availability of reasonably priced, high quality raw materials in the quantities
required by us. Our animal feed business depends primarily on maize, extractions, animal proteins, molasses, amino
acids, vitamins and minerals and other additives, all of which are purchased from the open market. Our crop protection
business depends on organic chemicals, petroleum solvents, intermediates, fluro chemicals, catalysts, inhibitors, anti
oxidants, solid fuel, fine chemicals phytosterols, vegetable oil extracts and emulsifiers. Our dairy business depends on
the availability of raw milk, cultures, sugar, flavour, spices, packaging material, stabilizers, preservatives and other
additives. Our oil palm business depends on oil palm seedlings. For our poultry and processed foods business, we
require broiler feed, day old chicks and the Vencobb breed of birds, which we source from one of our competitors.
For the three months ended June 30, 2017 and the financial years 2017, 2016 and 2015, our cost of materials consumed
was 9,896.51 million, 36,171.24 million, 28,569.83 million and 25,061.34 million, or 72.3%, 72.6%, 74.8%
and 75.4% of our total revenue, respectively. The price and availability of such raw materials depend on several factors
beyond our control, including overall economic conditions, production levels, market demand and competition for
such materials, production and transportation cost, duties and taxes and trade restrictions. We usually do not enter into
long-term supply contracts with any of our raw material suppliers and typically source raw materials from third-party
suppliers or the open market. The absence of long-term contracts at fixed prices exposes us to volatility in the prices
of raw materials that we require and we may be unable to pass these costs onto our customers, which may reduce our
profit margins. We also face a risk that one or more of our existing suppliers may discontinue their supplies to us, and
any inability on our part to procure raw materials from alternate suppliers in a timely fashion, or on commercially
acceptable terms, may adversely affect our operations.
Further, we typically rely on third-party transportation providers to supply most of the raw materials and to deliver
products to our customers. If, for any reason, primary suppliers of raw materials should curtail or discontinue their
delivery of such materials or products to us in the quantities we need, or on commercially acceptable terms, production
schedules could be disrupted and our business and results of operations could be adversely affected.
5. The improper handling, processing or storage of raw materials or products, or spoilage of and damage to such raw
materials and products, or any real or perceived contamination in our products, could subject us to regulatory and
legal action, damage our reputation and have an adverse effect on our business, results of operations and financial
condition.
The products that we manufacture or process are subject to risks such as contamination, adulteration and product
tampering during their manufacture, transport or storage. We face inherent business risks of exposure to product
liability or recall claims in the event that our products fail to meet the required quality standards or are alleged to result
in harm to customers. For example, in our dairy business, although we extensively test our primary raw material, which
is raw milk, there could still be some deviation from prescribed quality standards due to factors such as human error.
Also, apart from raw milk, certain of our other raw materials and our products are required to be stored, handled and
transported at specific temperatures and under certain food safety conditions. Further, poultry products may be subject
to contamination by disease producing organisms or pathogens, such as listeria monocytogenes, salmonella and
generic E coli. These pathogens are typically found in the environment, and, as a result, there is a risk that they could
affect our processed poultry products. These and other pathogens can also impact us as a result of improper handling
at the processing, food service or consumer levels.
Such risks may be controlled, but not eliminated, by adherence to good manufacturing practices and finished product
testing. We have little, if any, control over proper handling once our products are shipped to our customers, particularly
17
our retail customers. We face the risk of legal proceedings and product liability claims being brought by various
entities, including consumers, distributors and government agencies for various reasons including for defective or
contaminated products sold or services rendered. For further details, please see Outstanding Litigation and Material
Developments Litigation filed against our Company on page 482. If we experience a product recall or are a party
to a product liability case, we may incur considerable expense in litigation. We cannot assure you that we will not
experience product recalls or product liability losses in the future. Although we have product liability insurance cover
for our domestic and international markets for certain of our businesses, we cannot assure you that this insurance
coverage is adequate or that any losses will be adequately compensated by our insurers in the event of a product
liability claim. Any product recall, product liability claim or adverse regulatory action may adversely affect our
reputation and brand image, as well as entail significant costs in excess of available insurance coverage, which could
adversely affect our reputation, business, results of operations and financial condition.
6. Our Company, our Directors, our Subsidiaries, Promoters and certain of our Group Companies are involved in
certain legal proceedings. Any adverse decision in such proceedings may render us/them liable to
liabilities/penalties and may adversely affect our business and results of operations.
Our Company, our Directors, our Subsidiaries, Promoters and certain of our Group Companies are currently involved
in certain legal proceedings. These legal proceedings are pending at different levels of adjudication before various
courts and tribunals. The summary of outstanding litigation in relation to criminal matters, direct tax matters, indirect
tax matters, actions by regulatory/ statutory authorities and matters above the materiality threshold against our
Company, and our Subsidiaries, Promoters, Group Companies and Directors have been set out below.
Litigation against our Company
S. No. Nature of Case Number of outstanding Amount involved

cases (in million)
1. Criminal 19 -
2. Action by regulatory/ statutory authorities 15 -
3. Other matters exceeding 10 million 2 49.86
4. Direct tax 2 27.55
5. Indirect Tax 80 1017.62
Total 118 1095.03
Litigation against our Directors

cases (in million)
1. Criminal 17 -
2. Action by regulatory/ statutory authorities - -
4. Direct tax - -
5. Indirect tax 1 5.00
Total 22 89.24
Litigation against our Subsidiaries & Joint Ventures

cases (in million)
1. Criminal 5 -
2. Action by regulatory/ statutory authorities 9 1.52
4. Direct tax 11 55.11
Total 48 1,777.67
Litigation against our Promoters

cases (in million)
1. Criminal 8 -
2. Action by regulatory/ statutory authorities - -
4. Direct tax 30 585.49
18
cases (in million)
Total 71 939.55
Litigation against our Group Companies

cases (in million)
1. Criminal 12 -
2. Action by regulatory/ statutory authorities 15 -
4. Direct tax 89 998.24
Total 542 10251.94
For further details, see Outstanding Litigation and Material Developments on page 482. Decisions in any of the
aforesaid proceedings adverse to our interests may have a material adverse effect on our business, results of operations,
financial condition and prospects. If the courts or tribunals rule against us or our Company, our Directors, Promoters,
Subsidiaries and Group Companies, we may face monetary and/or reputational losses and may have to make provisions
in our financial statements, which could increase our expenses and our liabilities.
7. We utilize the services of certain third parties for our operations and any deficiency or interruption in their services
could adversely affect our business and results of operations.
We utilize and depend on the services of certain third parties for our operations. In our animal feed business, as of
June 30, 2017, 10 of the 35 processing facilities that produce our animal feed products are owned and operated by us,
seven are operated by us, while the rest are operated by contract manufacturers whom we do not control. Such
manufacturers are responsible for employing their own personnel at their facilities and own certain equipment required
in the manufacturing operations. If they are unable to deliver contracted capacities as agreed, enforcing contracts or
finding alternate third party processing facilities could be expensive and time consuming.
In our dairy business, we utilize the services of agents to procure milk from farmers. We also depend significantly on
the reliability of cold chain networks for the supply of milk to our facilities and the distribution and storage of our
products. We utilize the services of third party logistic providers for transport of milk to our facilities. Milk and dairy
based food and beverage products are perishable in nature and are required to be transported in temperature controlled
vehicles to ensure their preservation. Milk is the primary raw material used in the manufacture of all our dairy products
and a delay in the delivery of raw milk to our production facilities may result in the slowdown or shutdown of our
operations. Further, milk and dairy based food and beverage products have a limited shelf-life and the improper storage
or delay in transportation may result in spoilage.
In our oil palm business, we rely on third parties for a variety of tasks. For example, we are responsible for convincing
farmers located in the command areas allocated to us by various state governments pursuant to the Oil Palm
Development Programme to plant and grow oil palm using seedlings, fertilizers, machinery and training that we
provide. We rely on farmers to operate oil palm farms, harvest fresh fruit bunches and coordinate with third party
collection agents to bring harvested fresh fruit bunches to our processing facilities. Farmers in our command area are
not required to continue to grow oil palm and may decide to plant other crops. While we have an obligation to buy all
fresh fruit bunches grown in our assigned command areas at a pre-determined price, the farmers are not under any
legal or contractual obligation to cultivate oil palm, and, except in certain states, our relationship with these farmers
are not governed by binding agreements.
In our poultry and processed food business, we rely on third parties to raise broilers and sell our products in the retail
market. Though we provide third party farmers with the day old chicks, medicine and poultry feed to grow the broilers
that we eventually process, they may not follow optimum hygiene standards, could discontinue their operations or
experience delays or lapses in standards for reasons outside of our control. Such third party farmers may also sell the
birds to other customers. Further, we depend significantly on the reliability of cold chain networks for the supply of
our products. While we also provide third party retailers selling our poultry products with visi coolers to sell our
branded products at their retail outlets, such retailers could use these coolers for the storage of products other than
ours. Retailers may not maintain the required temperature to store our products, resulting in spoilage of products. Also
since other products may be stored along with our products, there is a risk of contamination to our products.
19
In our crop protection business, we rely on dedicated third party manufacturers to produce certain products.
We cannot assure you that we will be successful in continuing to receive uninterrupted, high quality service from
various third parties on whom we rely for all of our current and future products and developments. Any disruption or
inefficiencies in the operations of these third parties may adversely affect our business and results of operations.
8. Certain of our businesses are subject to seasonal variations that could result in fluctuations in our results of
operations.
Our businesses are subject to seasonal variations. For example, in our animal feed business, we sell lower volumes of
cattle feed during the monsoons due to the availability of green fodder. In our poultry and processed foods business,
the demand for poultry products is higher in the second half of financial year since the consumption of poultry meat
and eggs are higher during winter months, while the sale of such products is lower during certain religious festivals.
In our dairy business, the supply of raw milk is subject to seasonal factors. Cattle generally produce more milk in
temperate weather, and extreme cold or hot weather could lead to lower than expected production. Our raw milk
procurement and the production of milk and milk products is therefore higher in the second half of the financial year
during the winter months with temperate climate in our milk procurement region. In contrast, the demand for our
products such as curd and beverages are higher in the first half of the financial year during summer months and the
demand for ghee is higher during festive seasons.
In our oil palm business, a significant share of fresh fruit bunches are harvested in India between May and October.
As a result, a substantial share of the income we derive from these products is received during these periods.
In our crop protection business, our domestic sales tend to be higher during the Kharif season in view of significant
application of our product on Kharif crops.
As a result of such seasonal fluctuations, our sales and results of operations may vary by fiscal quarter, and the sales
and results of operations of any given fiscal quarter may not be relied upon as indicators of the sales or results of
operations of other fiscal quarters or of our future performance.
9. If we are unable to introduce new products and respond to changing consumer preferences in a timely and effective
manner, the demand for our products may decline, which may have an adverse effect on our business, results of
operations and financial condition.
The success of our business depends upon our ability to anticipate and identify changes in consumer preferences and
offer products that consumers require. We constantly seek to develop our research and development capabilities to
distinguish ourselves from our competitors to enable us to introduce new products and different variant of our existing
products, based on consumer preferences and demand. Although we seek to identify such trends and introduce new
products, we cannot assure you that our products would gain consumer acceptance or that we will be able to
successfully compete in such new product segments. For example, in our animal feed business, if our customers start
rearing different breeds of animals, our animal feed products may not be suitable for such breeds. In the past, our
shrimp feed customers had reduced rearing black tiger shrimp and started rearing Vannamei, which required us to
introduce new products to cater to Vannamei.
Before we can introduce a new product, we must successfully execute a number of steps, including successful research
and development, obtaining required approvals and registrations, effective marketing strategies for our target
customers, while scaling our vendor, production and infrastructure networks to increase or change the nature of our
production capacity. We also depend on the successful introduction of new production and manufacturing processes
to create innovative products, achieve operational efficiencies and adapt to advances in, or obsolescence of our
technology. We cannot assure you that we will be able to successfully make timely and cost-effective enhancements
and additions to our technological infrastructure, keep up with technological improvements in order to meet our
customers needs or that the technology developed by others will not render our products less competitive or attractive.
Our failure to successfully adopt such technologies in a cost effective and a timely manner could increase our costs
and lead to us being less competitive in terms of our prices or quality of products we sell.
The development and commercialization process of a new product would require us to spend considerable time and
money. Our ongoing investments in research and development for new products and processes may result in higher
costs without a proportionate increase in revenues. Delays in any part of the process, our inability to obtain necessary
regulatory approvals for our products or failure of a product to be successful at any stage could adversely affect our
business. Consequently, any failure on our part to successfully introduce new products and processes may have an
adverse effect on our business, results of operations results and financial condition.
10. Outbreaks of livestock diseases in general, and poultry and shrimp disease in particular, can significantly restrict
our ability to conduct our operations.
20
We take all reasonable precautions to ensure that our poultry flocks are healthy and that our processing plants and
other facilities operate in a hygienic and environmentally sound manner. However, events beyond our control, such as
the outbreak of disease, could significantly restrict our ability to conduct our operations. An outbreak of disease could
result in governmental restrictions on the import, export and domestic sale of our fresh chicken or other products to,
or from our suppliers, facilities or customers, or require us to destroy one or more of our flocks. This could result in
the cancellation of orders by our customers and create adverse publicity that may have a material adverse effect on our
ability to market our products successfully and on our business, reputation and prospects.
An outbreak of the most highly pathogenic strain of avian influenza, H5N1, a disease contagious to turkey, poultry
and other birds, was identified in poultry farms owned by ACI Godrej in Bangladesh, resulting in the destruction or
death of a substantial portion of its poultry flock, which adversely affected our results of operations. H5N1 has been
spreading throughout Asia since 2003, with a widespread outbreak in West Bengal in 2008, and outbreaks occurring
regularly throughout India with the most recent in January 2017. Outbreaks of H5N1 or other livestock diseases may
adversely affect the demand for poultry or our reputation and brand, require us to incur significant remedial or
prophylactic expenditures, subject our business to increased regulatory or customer scrutiny and adversely affect our
poultry business and animal feed business. In addition, any disease or epidemic affecting the health of cattle in India
may result in a decrease in the sale of our cattle feed products. Cattle diseases that occur within our procurement
regions, may also affect our ability to procure adequate amounts of raw milk for our dairy business. In our animal feed
business, we have experienced a reduction in the sales of our shrimp feed products in the past on account of early
mortality syndrome in shrimps. Consequently, the outbreak of any such diseases in the future may adversely affect our
business, results of operations and financial condition.
11. Our inability to expand or effectively manage our distribution network may have an adverse effect on our business,
results of operations and financial condition.
We have set up an extensive sales and distribution network for each of our business verticals and we also make sales
to certain institutional customers directly. We use modern trade channels which comprise super-markets and hyper-
markets and general trade channels that include smaller retail stores to sell certain of our products and our ability to
expand and grow our product reach significantly depends on the reach and effective management of our distribution
network. We continuously seek to increase the penetration of our products by appointing new distributors targeted at
different customer groups and geographies. We cannot assure you that we will be able to successfully identify or
appoint new distributors or effectively manage our existing distribution network. If the terms offered to such
distributors by our competitors are more favourable than those offered by us, distributors may decline to distribute our
products and terminate their arrangements with us. We may be unable to appoint replacement distributors in a timely
fashion, or at all, which may reduce our sales volumes and adversely affect our business, results of operations and
financial condition.
Further, our competitors may have exclusive arrangements with certain distributors who may be unable to stock and
distribute our products, which may limit our ability to expand our distribution network. We typically do not have
exclusive arrangements with our distributors and while we offer them certain incentive schemes to distribute our
products, we may not be able to effectively implement them across our distribution network. Similarly our competitors
may adopt innovative distribution models, which could be more effective than traditional distribution models resulting
in a reduction in the sales of our products. We may also face disruptions in the delivery of our products for various
reasons beyond our control, including poor handling by distributors of our products, transportation bottlenecks, natural
disasters and labour issues, which could lead to delayed or lost deliveries. In addition, failure to provide distributors
with sufficient inventories of our products may result in a reduction in the sales of our products. If our distributors fail
to distribute our products in a timely manner, or adhere to the terms of the distribution agreement, or if our distribution
agreements are terminated, our business and results of operations may be adversely affected.
12. Certain of our operations are concentrated in the state of Andhra Pradesh and any adverse developments affecting
this state could have an adverse effect on our business, results of operations, financial condition and cash flows.
Certain of our operations are concentrated in the state of Andhra Pradesh. For our oil palm business, 32,249.95
hectares, or 52.3% of oil palm plantation to which we have access are located in Andhra Pradesh and we have set up
an R&D facility and two processing mills in Andhra Pradesh. For our dairy business, we procure a significant amount
of raw milk from various districts in Andhra Pradesh and we also sell a significant portion of our dairy products in
Andhra Pradesh. For our animal feed business, we manufacture and sell a significant portion of our aqua feed products
in Andhra Pradesh. Consequently, any significant social, political or economic disruption, or natural calamities or civil
disruptions in the state of Andhra Pradesh, or changes in the policies of the state or local governments of this state or
the Government of India, could require us to incur significant capital expenditure and change our business strategy.
The occurrence of, or our inability to effectively respond to any such event, could have an adverse effect on our
business, results of operations, financial condition and cash flows.
13. A slowdown or shutdown in our manufacturing operations or under-utilization of our manufacturing facilities
could have an adverse effect on our business, results of operations and financial condition.
21
As of June 30, 2017, we conducted our operations through 35 manufacturing facilities for our animal feed business,
four facilities for our crop protection business, five palm oil mills for our oil palm business, nine milk processing units
and one milk powder plant for our dairy business and two processing plants for our poultry and processed food
business. Our business is dependent upon our ability to manage our manufacturing facilities, which are subject to
various operating risks, including those beyond our control, such as the breakdown and failure of equipment or
industrial accidents and severe weather conditions and natural disasters. Any significant malfunction or breakdown of
our machinery may entail significant repair and maintenance costs and cause delays in our operations. If we are unable
to repair malfunctioning machinery in a timely manner or at all, our operations may need to be suspended until we
procure machinery to replace the same. In addition, we may be required to carry out planned shutdowns of our facilities
for maintenance, statutory inspections and testing, or may shut down certain facilities for capacity expansion and
equipment upgrades. We may also face protests from local citizens at our existing facilities or while setting up new
facilities, which may delay or halt our operations. While some of our businesses have a number of processing and
manufacturing facilities, certain products and certain regions depend on either one or two of such facilities. For
example, our poultry and processed foods business in India relies on two facilities to process poultry. Further, several
of the raw materials that we require, are perishable products and consequently any malfunction or break-down of our
machinery or equipment resulting in the slowdown or stoppage of our operations may adversely affect the quality of
such raw materials.
Although we have not experienced any significant disruptions at our manufacturing facilities in the past, we cannot
assure you that there will not be any disruptions in our operations in the future. Our inability to effectively respond to
such events and rectify any disruption, in a timely manner and at an acceptable cost, could lead to the slowdown or
shut-down of our operations or the under-utilization of our manufacturing facilities, which in turn may have an adverse
effect on our business, results of operations and financial condition.
14. Our inability to effectively manage our growth could have an adverse effect on our business, results of operations
and financial condition.
We have experienced considerable growth over the past five years and we have significantly expanded our operations
and product portfolio. Our total revenues grew from 27,718.26 million for the financial year 2013 to 49,834.47
million for the financial year 2017, while our profit for the period grew from 967.47 million for the financial year
2013 to 2,743.94 million for the financial year 2017. We cannot assure you that our growth strategy will continue to
be successful or that we will be able to continue to grow further, or at the same rate.
Our inability to manage our expansion effectively and execute our growth strategy in a timely manner, or within budget
estimates or our inability to meet the expectations of our customers and other stakeholders could have an adverse effect
on our business, results of operations and financial condition. We intend to continue expansion to pursue existing and
potential market opportunities. As of June 30, 2017, we had committed to invest an aggregate of 1,445.41 million as
capital expenditure for Godrej Agrovet and its subsidiaries (i.e animal feed, oil palm, dairy and crop protection
business). Our future prospects will depend on our ability to grow our business and operations, which could be affected
by many factors, including our ability to introduce new products and maintain the quality of our products, general
political and economic conditions in India, government policies or strategies in respect of specific industries, prevailing
interest rates, price of equipment and raw materials, energy supply and currency exchange rates.
In order to manage our growth effectively, we must implement, upgrade and improve our operational systems,
procedures and internal controls on a timely basis. If we fail to implement these systems, procedures and controls on
a timely basis, or if there are weaknesses in our internal controls that would result in inconsistent internal standard
operating procedures, we may not be able to meet our customers needs, hire and retain new employees or operate our
business effectively. Moreover, our ability to sustain our rate of growth depends significantly upon our ability to select
and retain key managerial personnel, maintaining effective risk management policies and training managerial
personnel to address emerging challenges.
We cannot assure you that our existing or future management, operational and financial systems, procedures and
controls will be adequate to support future operations, or establish or develop business relationships beneficial to future
operations. Failure to manage growth effectively could have an adverse effect on our business and results of operations.
15. We do not own the Godrej trademark and logo.
We do not own the Godrej trademark and logo we do not have any licensing arrangement to use the same. In the
event we are not able to obtain satisfactory licensing arrangements or other agreement for the Godrej trademark and
logo, we may have to discontinue the use of the Godrej trademark and logo which may materially and adversely
affect our reputation, business, financial condition, results of operation and prospects.
16. Our inability to accurately forecast demand or price for our products and manage our inventory may have an
adverse effect on our business, results of operations and financial condition.
22
Our businesses depend on our estimate of the demand for our products from customers. If we underestimate demand
or have inadequate capacity due to which we are unable to meet the demand for our products, we may manufacture
fewer quantities of products than required, which could result in the loss of business. While we forecast the demand
and price for our products and accordingly plan our production volumes, any error in our forecast could result in a
reduction in our profit margins and surplus stock, which may result in additional storage cost and such surplus stock
may not be sold in a timely manner, or at all. At times when we have overestimated demand, we may have incurred
costs to build capacity or purchased more raw materials and manufactured more products than required. In addition,
certain of our products have a shelf life of a specified period and if not sold prior to expiry, may lead to losses or if
consumed after expiry, may lead to health hazards. Our inability to accurately forecast demand for our products and
manage our inventory may have an adverse effect on our business, results of operations and financial condition.
17. A shortage or non-availability of electricity, fuel or water may adversely affect our manufacturing operations and
have an adverse effect on our business, results of operations and financial condition.
Our manufacturing operations require a significant amount and continuous supply of electricity, fuel and water and
any shortage or non-availability may adversely affect our operations. The production process of certain products, as
well as the storage of certain raw materials and products in temperature controlled environments requires significant
power. We currently source our water requirements from state and municipal corporations and local body water supply,
canals, bore wells and water tankers and depend on state electricity boards and private suppliers for our energy
requirements. Although we have diesel generators to meet exigencies at certain of our facilities, we cannot assure you
that our facilities will be operational during power failures. For example, while setting up ACI Godrej in Bangladesh,
we were unable to source gas for our operations, which resulted in a delay in the commencement of operations by one
year. Any failure on our part to obtain alternate sources of electricity, fuel or water, in a timely fashion, and at an
acceptable cost, may have an adverse effect on our business, results of operations and financial condition.
18. Non-compliance with and changes in, safety, health and environmental laws and other applicable regulations, may
adversely affect our business, results of operations and financial condition.
We are subject to a broad range of safety, health, environmental, labour, workplace and related laws and regulations
in the jurisdictions in which we operate, which impose controls on the disposal and storage of raw materials, noise
emissions, air and water discharges; on the storage, handling, discharge and disposal of chemicals, employee exposure
to hazardous substances and other aspects of our operations. For example, laws in India limit the amount of hazardous
and pollutant discharge that our manufacturing facilities may release into the air and water. The discharge of substances
that are chemical in nature or of other hazardous substances into the air, soil or water beyond these limits may cause
us to be liable to regulatory bodies and incur costs to remedy the damage caused by such discharges. Further, any
accidents at our facilities may result in personal injury or loss of life of our employees, contract laborers or other
people, substantial damage to or destruction of property and equipment resulting in the suspension of operations. Any
of the foregoing could subject us to litigation, which may increase our expenses in the event we are found liable, and
could adversely affect our reputation. Additionally, the government or the relevant regulatory bodies may require us
to shut down our facilities, which in turn could lead to product shortages that delay or prevent us from fulfilling our
obligations to customers.
The adoption of stricter health and safety laws and regulations, stricter interpretations of existing laws, increased
governmental enforcement of laws or other developments in the future may require that we make additional capital
expenditures, incur additional expenses or take other actions in order to remain compliant and maintain our current
operations. Complying with, and changes in, these laws and regulations or terms of approval may increase our
compliance costs and adversely affect our business, prospects, results of operations and financial condition.
We are also subject to the laws and regulations governing relationships with employees in such areas as minimum
wage and maximum working hours, overtime, working conditions, hiring and termination of employees, contract
labour and work permits. There is a risk that we may inadvertently fail to comply with such regulations, which could
lead to enforced shutdowns and other sanctions imposed by the relevant authorities, as well as the withholding or delay
in receipt of regulatory approvals for our new products. We cannot assure you that we will not be involved in future
litigation or other proceedings, or be held liable in any litigation or proceedings including in relation to safety, health
and environmental matters, the costs of which may be significant.
Further, Astec LifeSciences, our listed Subsidiary is subject to various listing obligations and disclosure requirements
under the regulations framed by SEBI, including the Takeover Regulations and the SEBI Listing Regulations. In April
2017, SEBI had issued a settlement notice upon ex-promoters of Astec LifeSciences to avail settlement of adjudication
proceedings initiated by SEBI against ex-promoter of Astec LifeSciences for inter alia, alleged non-compliances done
by them of the Takeover Regulations and delay in disclosure of shareholding and encumbrances details by them as
required under the Takeover Regulations. For further details, see Outstanding Litigation and Material Developments
on page 482. Further, in the recent past, BSE and NSE have issued notices upon Astec LifeSciences for alleged failure
of Astec LifeSciences in intimating and making disclosures to the stock exchanges in terms of the alleged violation of
the SEBI Listing Regulations inter alia seeking clarification in relation to significant increase in volume of their
23
securities across exchanges, non-disclosure of commencement and conclusion of time of the meeting under the SEBI
Listing Regulations, format of financials not being in accordance with the format prescribed under the SEBI Listing
Regulations.
19. We are subject to extensive government regulation and if we fail to obtain, maintain or renew our statutory and
regulatory licenses, permits and approvals required to operate our business, our business and results of operations
may be adversely affected.
Our operations are subject to extensive government regulation and we are required to obtain and maintain a number
of statutory and regulatory permits and approvals under central, state and local government rules in India, generally
for carrying out our business and for each of our manufacturing facilities. We are also required to obtain environmental
clearances for the manufacture and sale of certain products. For details of approvals relating to our business and
operations, see Government and Other Approvals on page 509.
A majority of these approvals are granted for a limited duration. Some of these approvals have expired and we have
either made or are in the process of making an application for obtaining the approval or its renewal, including
applications for renewal of certificate from the pollution control boards, renewal of registration for installation of
generators and no-objection certificates from the Directorate of Fire and Emergency Services in relation to certain
factories. For details of pending approvals, see Government and Other Approvals on page 509. Further, while we
have applied for some of these approvals, we cannot assure you that such approvals will be issued or granted to us in
a timely manner, or at all. If we do not receive such approvals or are not able to renew the approvals in a timely manner,
our business and operations may be adversely affected.
The approvals required by us are subject to numerous conditions and we cannot assure you that these would not be
suspended or revoked in the event of non-compliance or alleged noncompliance with any terms or conditions thereof,
or pursuant to any regulatory action. If there is any failure by us to comply with the applicable regulations or if the
regulations governing our business are amended, we may incur increased costs, be subject to penalties, have our
approvals and permits revoked or suffer a disruption in our operations, any of which could adversely affect our
business.
20. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws, may
adversely affect our business, prospects and results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes may
adversely affect our business, results of operations and prospects, to the extent that we are unable to suitably respond
to and comply with any such changes in applicable law and policy. GST has been implemented with effect from July
1, 2017 and has replaced the indirect taxes on goods and services such as central excise duty, service tax, central sales
tax, state VAT and surcharge currently being collected by the central and state governments. The GST is expected to
increase tax incidence and administrative compliance. Given the limited availability of information in the public
domain concerning the GST, we are unable to provide any assurance as to the tax regime following implementation
of the GST. The implementation of this new structure may be affected by any disagreement between certain state
Governments, which could create uncertainty. Any such future amendments may affect our overall tax efficiency, and
may result in significant additional taxes becoming payable.
We may also incur increased costs and other burdens relating to compliance with new requirements under the GST
regime, which may also require significant management time and other resources, and any failure to comply may
adversely affect our business, results of operations and prospects.
21. Our operations are hazardous and could expose us to the risk of liabilities, loss of revenue and increased expenses.
Our operations are subject to various hazards associated with the production of chemical and other products, such as
the use, handling, processing, storage and transportation of hazardous materials, as well as accidents such as leakage
or spillages of chemicals. Any mishandling of hazardous chemical and poisonous substances could also lead to fatal
accidents. In addition, our employees operate heavy machinery at our manufacturing facilities and accidents may occur
while operating such machinery. These hazards can cause personal injury and loss of life, severe damage to and
destruction of property and equipment, environmental damage and may result in the suspension of operations and the
imposition of civil and criminal liabilities. As a result of past or future operations, claims of injury by employees or
members of the public due to exposure, or alleged exposure, to the hazardous materials involved in our business may
arise. For further details, see Outstanding Litigation and Material Developments on page 482. In April 2017, we
experienced an employee fatality due to electrocution at a manufacturing facility of Creamline Dairy.
Liabilities incurred as a result of these events have the potential to adversely impact our financial position. Events like
these could result in liabilities, or adversely affect our reputation with suppliers, customers, regulators, employees and
the public, which could in turn affect our financial condition and business performance. While we maintain general
24
insurance against these liabilities, insurance proceeds may not be adequate to fully cover the substantial liabilities, lost
revenues or increased expenses that we might incur.
22. We are subject to business risks inherent to the oil palm industry that may adversely affect our business.
We are subject to risks inherent to the oil palm industry, including, but not limited to, outbreaks of diseases, damage
from pests, fire or other natural disasters, unscheduled interruptions in fresh fruit bunch processing, spills from product
carriers or storage tanks and adverse climate conditions. Adverse climate conditions, for example, could lead to
decreased fresh fruit bunch yields or diminished product quality. Oil palm business is also subject to a long gestation
period of fresh fruit bunch harvesting in India, requiring between three and four years between planting and first
harvest, which adversely affects the predictability of our operations. Further, we are subject to the risk of spoilage,
because we typically obtain the best results if we process the fresh fruit bunches within 48 hours of harvesting. We
have processing mills in only four of the nine states in which oil palm cultivated hectares are allotted to us.
We also have obligations pursuant to memoranda of understanding that we enter into with state governments for each
of our allotted districts. Under such memoranda of understanding we have no control over the price at which we are
required to purchase the FFB. We are required to purchase harvested FFBs at a price using a pre-determined formula,
typically fixed by a committee formed by the state government. The terms of these memoranda of understanding do
not allow us to withdraw from our obligations under any circumstances. Further, we are also required to replace the
planting material and compensate the farmers for loss of yield even when such loss occurs due to no fault of ours.
Our ability to mitigate these risks depends on various factors, including our ability to keep abreast of the latest
technologies related to planting materials, disease prevention and oil palm operations and other developments in the
industry, as well as our ability to effectively implement strategies for farmer education. We cannot assure you that we
will be able to successfully mitigate the various risks of the oil palm industry or that we will be successful in
implementing our strategies to grow our oil palm business.
23. Fluctuations in the price of crude palm oil and other oil palm products could adversely affect our business and
results of operations.
The results of operations of our oil palm business depend heavily on the price of crude palm oil and oil palm products.
Crude palm oil prices are subject to a high degree of volatility and cyclicality, and are affected by, among other things:
the prices of crude oil and biofuels;
the supply of and demand for crude palm oil and other oil palm products and substitute oils, particularly soy
oil;
global production levels and physical stocks of crude palm oil and other vegetable oils, which are affected
principally by global weather conditions, the total area of land under cultivation, and the supply of and
demand for suitable oil palm farm land;
global consumption levels of crude palm oil and other vegetable oils; and
import and export duties and other taxes and regulations related to crude palm oil, fresh fruit bunches and
other vegetable oils..
Further, in the event of a significant and prolonged reduction in the prices for crude palm oil and palm-oil based
products, farmers may uproot their oil palm crops, which could adversely affect our business and results of operations.
24. Environmental concerns may lead to a decline in demand for oil palm products or a decline in oil palm plantations,
which may adversely affect our business, results of operations and financial condition.
The demand for crude palm oil and other oil palm products has in the past and may in the future be affected by
campaigns brought by environmental groups. These environmental groups have raised concerns that oil palm farms
result in the destruction of large areas of tropical forests and wildlife habitats, and have campaigned to promote
sustainable palm oil cultivation and environmentally friendly practices on oil palm farms. If such environment
campaigns result in a reduction in the demand for crude palm oil and other oil palm products, or change in government
or regulatory policy our business, results of operations and financial condition could be adversely affected.
25. We rely heavily on our existing brands and, specifically, the Godrej brand name, the dilution of which could
adversely affect our business.
Our brand and reputation are among our most important assets and we believe our brands serve in attracting customers
to our products in preference over those of our competitors. We believe that continuing to develop awareness of our
brand, through focused and consistent branding and marketing initiatives, among retail consumers and institutional
25
customers, is important for our ability to increase our sales volumes and our revenues, grow our existing market share
and expand into new markets. We also believe the Godrej brand commands strong brand recall in India due to its
long presence in the Indian market and the diversified businesses in which the group operates. Decrease in product
quality due to reasons beyond our control or allegations of product defects, even when false or unfounded, could
tarnish the image of the established brands and may cause consumers to choose other products. Our reputation and
brands could also be affected by socially motivated groups, which could lead to a decline in our sales volume. Further,
the considerable expansion in the use of social media over recent years has compounded the impact of negative
publicity. Consequently, any adverse publicity involving the Godrej brand, our Company or our products may impair
our reputation, dilute the impact of our branding and marketing initiatives and adversely affect our business and our
prospects.
26. Our inability to protect or use our intellectual property rights may adversely affect our business.
We consider our brand and intellectual property to be one of our most valuable assets and we and our joint ventures
have several trademarks registered in India and abroad. We also rely on unpatented proprietary know-how, continuing
technological innovation and other trade secrets to develop and maintain our competitive position. While we have
applied for trademark registration for certain of our products, some of which are currently pending, we have not applied
for such protection for some of our other products. For instance, we have applied for registration for our brands such
as Azziano and Sorbedo. We may not be able to prevent infringement of our trademarks and a passing off action
may not provide sufficient protection until such time that this registration is granted. For further details, see
Government and Other Approvals on page 509.
The measures we take to protect our intellectual property include relying on Indian and foreign laws and initiating
legal proceedings, which may not be adequate to prevent unauthorized use of our intellectual property by third parties.
Notwithstanding the precautions we take to protect our intellectual property rights, it is possible that third parties may
copy or otherwise infringe on our rights, which may have an adverse effect on our business, results of operations, cash
flows and financial condition.
While we take care to ensure that we comply with the intellectual property rights of others, we cannot determine with
certainty whether we are infringing any existing third-party intellectual property rights, which may force us to alter
our offerings. We may also be susceptible to claims from third parties asserting infringement and other related claims.
If similar claims are raised in the future, these claims could result in costly litigation, divert managements attention
and resources, subject us to significant liabilities and require us to enter into potentially expensive royalty or licensing
agreements or to cease certain offerings. Any of the foregoing could have an adverse effect on our business, results of
operations, cash flows and financial condition.
27. We are subject to counterfeit, cloned and pass-off products, which may reduce our sales and harm the reputation
of our brands.
We are subject to counterfeit, cloned and pass-off products in our businesses. Counterfeit and cloned products are
products manufactured and sold illegally as legitimate products, whereas pass-off products are manufactured and
packaged to resemble legitimate products. In the past few years, advances in technology have contributed to the ease
at which legitimate products can be counterfeited. The sale of counterfeit, cloned and pass-off products have led, and
if left uncurbed, will continue to lead, to lower sales for our businesses. In addition, such products may be harmful to
consumers or may be less effective than genuine products, which could harm our brands and reputation. The
proliferation of unauthorized copies of our products, and the time in pursuing claims and complaints about spurious
products could have an adverse effect on our reputation and our business.
28. Any failure of our information technology systems could adversely affect our business and our operations.
We have information technology systems that support our business processes, including product formulas, product
development, sales, order processing, production, procurement, inventory management, quality control, product
costing, human resources, distribution and finance. These systems may be susceptible to outages due to fire, floods,
power loss, telecommunications failures, natural disasters, break-ins and similar events. Effective response to such
disruptions will require effort and diligence on the part of our third-party vendors and employees to avoid any adverse
effect to our information technology systems. In addition, our systems and proprietary data stored electronically may
be vulnerable to computer viruses, cybercrime, computer hacking and similar disruptions from unauthorized
tampering. If such unauthorized use of our systems were to occur, data related to our product formulas, product
development and other proprietary information could be compromised. The occurrence of any such events could
adversely affect our business, interrupt our operations, subject us to increased operating costs and expose us to
litigation.
29. Competition in the industries in which we operate could result in a reduction in our market share or require us to
incur substantial expenditures on advertising and marketing, either of which could adversely affect our business,
results of operations and financial conditions.
26
The industries in which we operate are intensely competitive. We compete with several regional and local companies,
as well as large multi-national companies that are larger and have substantially greater resources than we do, including
the ability to spend more on advertising and marketing. We also face competition from new entrants who may have
more flexibility in responding to changing business and economic conditions. Competition in our businesses can be
based on, among other things, pricing, innovation, perceived value, brand recognition, promotional activities,
advertising, special events, new product introductions and other activities. It is difficult for us to predict the timing and
scale of our competitors actions in these areas. We expect competition to continue to be intense as our existing
competitors expand their operations and introduce new products. Our failure to compete effectively, including any
delay in responding to changes in the industry and market, together with increased spending on advertising, may affect
the competitiveness of our products, which may result in a decline in our revenues and profitability.
In our animal feed and crop protection business we compete with large companies and regional players. In our dairy
business we compete with large multinational companies, as well as regional and local companies in each of the regions
that we operate. We also compete with large dairy cooperatives that also procure milk from farmers in the regions
where we procure milk, and any incentives offered by the Central or State Government to such cooperatives, could
benefit such entities, which may in turn adversely affect our business.
Our oil palm business faces significant competition from other producers of oil palm and substitute oils, particularly
from Malaysia and Indonesia, which produce large quantities of oil palm and refined oil palm-based products, due to
the favourable climactic and soil conditions in some parts of those countries. The oil palm industry faces competition
from other edible oils, such as soy oil, rapeseed oil and sunflower oil, which are substitutes for palm oil. Malaysia,
Indonesia, the United States, Europe, Canada, India, Brazil and Argentina are all large producers of these edible oils,
and a decline in the price of these other edible oils may cause consumers to increase their use of other edible oils in
place of palm oil.
Our poultry business faces significant competition, particularly from other vertically integrated poultry companies.
Some of our competitors may be larger than us, or develop alliances to compete against us, have more financial and
other resources and have products with greater brand recognition than ours. Our competitors in certain regions may
also have better access or exclusive arrangements to procure raw materials required in our operations and may procure
them at lower costs than us, and consequently be able to sell their products at lower prices. Some of our international
competitors may be able to capitalize on their overseas experience to compete in the Indian market. As a result, we
cannot assure you that we will be able to compete successfully in the future against our existing or potential competitors
or that our business and results of operations will not be adversely affected by increased competition.
30. Our inability to meet our obligations, including financial and other covenants under our debt financing
arrangements could adversely affect our business and results of operations.
As of June 30, 2017, we had a total outstanding borrowing of 7,192.31 million. Our ability to meet our debt service
obligations and repay our outstanding borrowings will depend primarily on the cash generated by our business. Our
financing agreements contain certain restrictive covenants that limit our ability to undertake certain types of
transactions, including any change in line of business or change in ownership, which could adversely affect our
business and financial condition.
In addition, certain of our borrowings require us to maintain certain financial ratios and certain other informative
covenants, which are tested at times on a quarterly or annual basis. In the event we breach any financial or other
covenants contained in any of our financing arrangements or in the event we had breached any terms in the past which
is noticed in the future, we may be required to immediately repay our borrowings either in whole or in part, together
with any related costs.
We may also be forced to sell some or all of our assets if we do not have sufficient cash or credit facilities to make
repayments. Further, certain of our financing arrangements are due for renewal and we cannot guarantee that the
facilities availed under such arrangements will be renewed on the previously agreed terms and conditions, or conditions
which are not more onerous on us. Our failure to meet our obligations under the debt financing agreements could have
an adverse effect on our business, results of operations and financial condition.
31. Some of our business operations are being conducted on leased premises. Our inability to seek renewal or extension
of such leases may materially affect our business operations.
Some of our business operations are being conducted on premises leased from various third parties. We may also enter
into such transactions with third parties in the future. Any adverse impact on the title, ownership rights, development
rights of the owners from whose premises we operate, breach of the contractual terms of any lease, leave and license
agreements, or any inability to renew such agreements on acceptable terms may materially affect our business
operations. For further details, see Our Business Our Properties on page 144.
27
32. Any inability on our part to collect amounts owed to us could result in the reduction of our profits.
Our operations involve extending credit for extended periods of time to our distributors and certain customers and
consequently, we face the risk of the uncertainty regarding the receipt of these outstanding amounts. As a result of
such industry conditions, we have and may continue to have high levels of outstanding receivables. For the three
months ended June 30, 2017 and the financial years 2017, 2016 and 2015, our trade receivables were 7,207.54
million, 5,219.83 million, 4,545.40 million and 2,692.61 million, respectively, which constituted 52.6%, 10.5%,
11.9% and 8.1% of our total revenues for the same periods. If our distributors and customers delay or default in making
these payments, our profits could be adversely affected.
33. If we pursue strategic acquisitions or joint ventures, we may not be able to successfully consummate favourable
transactions or successfully integrate acquired businesses.
From time to time, we may evaluate potential acquisitions or joint ventures that would further our strategic objectives.
For example, Astec LifeSciences and Creamline Dairy became subsidiaries of our Company with effect from
November 6, 2015 and December 21, 2015, respectively. We have also formed joint ventures for our animal feed
business in Bangladesh and for our poultry and processed foods business. However, we may not be able to identify
suitable companies, consummate a transaction on terms that are favourable to us, or achieve expected returns and other
benefits as a result of integration challenges or anti-monopoly regulations. Companies or operations acquired or joint
ventures created by us may not be profitable or may not achieve sales levels and profitability that justify the
investments made. Our corporate development activities may entail financial and operational risks, including diversion
of management attention from its existing core businesses, difficulty in integrating or separating personnel and
financial and other systems, and negative impacts on existing business relationships with suppliers and customers.
Future acquisitions could also result in potentially dilutive issuances of equity securities; the incurrence of debt,
contingent liabilities and increased operating expenses, all of which could adversely affect our business, financial
condition, results of operations and prospects.
34. We are dependent on a number of key personnel, including our senior management, and the loss of, or our inability
to attract or retain such persons could adversely affect our business, results of operations and financial condition.
Our performance depends largely on the efforts and abilities of our senior management and other key personnel. We
believe that the inputs and experience of our senior management and key managerial personnel are valuable for the
development of business and operations and the strategic directions taken by our Company. We cannot assure you that
we will be able to retain these employees or find adequate replacements in a timely manner, or at all. We may require
a long period of time to hire and train replacement personnel when qualified personnel terminate their employment
with our Company. We may also be required to increase our levels of employee compensation more rapidly than in
the past to remain competitive in attracting employees that our business requires.
Further, our ability to successfully carry out research and development depends on our ability to attract and retain
skilled scientists. The personnel at the helm of our R&D functions are critical for new product launches and creating
differentiated offering for our businesses. While we believe we have an experienced technical and production team,
we may not be able to continuously attract or retain such personnel, or retain them on acceptable terms, given the
demand for such personnel. Competition for qualified personnel with relevant industry expertise in India is intense
and the loss of the services of our key personnel may adversely affect our business, results of operations and financial
condition.
35. Our operations could be adversely affected by strikes, work stoppages or increased wage demands by our employees
or any other kind of disputes with our employees.
As of June 30, 2017, we employed 3,738 personnel across our operations and our employees at certain of our facilities
have formed registered unions. Although we have not experienced any material labour unrest, we cannot assure you
that we will not experience disruptions in work due to disputes or other problems with our work force, which may
adversely affect our ability to continue our business operations. Any labour unrest directed against us, could directly
or indirectly prevent or hinder our normal operating activities, and, if not resolved in a timely manner, could lead to
disruptions in our operations. These actions are impossible for us to predict or control and any such event could
adversely affect our business, results of operations and financial condition.
Further, the labour union of our employees have issued notices against our Company in the past, including for wrongful
termination of employment and reinstatement of workmen, back wages and payment of bonuses to the workmen. Any
such actions could adversely affect our business, results of operations and financial condition.
36. We rely on contract labour for carrying out certain of our operations and we may be held responsible for paying
the wages of such workers, if the independent contractors through whom such workers are hired default on their
obligations, and such obligations could have an adverse effect on our results of operations and financial condition.
28
In order to retain flexibility and control costs, we appoint independent contractors who in turn engage on-site contract
labour for performance of certain of our operations in each of our business verticals. Although we do not engage these
laborers directly, we may be held responsible for any wage payments to be made to such laborers in the event of default
by such independent contractor. Any requirement to fund their wage requirements may have an adverse impact on our
results of operations and financial condition. In addition, under the Contract Labour (Regulation and Abolition) Act,
1970, as amended, we may be required to absorb a number of such contract labourers as permanent employees. In the
event of any non-compliance by contractors with statutory requirements, legal proceedings may be initiated against
us. Thus, any such order from a regulatory body or court may have an adverse effect on our business, results of
operations and financial condition.
37. Our insurance coverage may not be sufficient or may not adequately protect us against all material hazards, which
may adversely affect our business, results of operations and financial condition.
We could be held liable for accidents that occur at our manufacturing facilities or otherwise arise out of our operations.
In the event of personal injuries, fires or other accidents suffered by our employees or other people, we could face
claims alleging that we were negligent, provided inadequate supervision or be otherwise liable for the injuries. Our
principal types of coverage include all risk insurance policy, boiler and pressure plant insurance policy, electronic
equipment insurance policy, standard fire and special perils insurance policy, machinery breakdown insurance policy,
money insurance policy, burglary insurance policy and comprehensive general liability insurance. However, we do
not maintain any insurance policies to cover the risk of an outbreak of disease in animals.
While we believe that the insurance coverage which we maintain would be reasonably adequate to cover the normal
risks associated with the operation of our business, we cannot assure you that any claim under the insurance policies
maintained by us will be honored fully, in part or on time, or that we have taken out sufficient insurance to cover all
our losses. In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance
coverage in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely
manner, at acceptable cost or at all. To the extent that we suffer loss or damage for which we did not obtain or maintain
insurance, and which is not covered by insurance, exceeds our insurance coverage or where our insurance claims are
rejected, the loss would have to be borne by us and our results of operations, cash flows and financial performance
could be adversely affected.
38. The emergence of modern trade channels in the form of hypermarkets, supermarkets and online retailers may
adversely affect our pricing ability, which may have an adverse effect on our results of operations and financial
condition.
We sell some our products such as dairy and poultry and processed foods to retail customers through modern trade
channels, which include supermarkets and hypermarkets. India has recently witnessed the emergence of such chains
and online retailers and the market penetration of large scaled organized retail in India is likely to increase further.
While we believe this provides us with an opportunity to improve our supply chain efficiencies and increase the
visibility of our brands, it also increases the negotiating position of such stores. We cannot assure you that we will be
able to negotiate our distribution agreements, specially our pricing or credit provisions, on terms favorable to us, or at
all. Any inability to enter into distribution agreements and on terms favorable to us, may have an adverse effect on our
pricing and margins, and consequently adversely affect our results of operations and financial condition.
39. Information relating to the historical capacity of our production facilities included in this Red Herring Prospectus
is based on various assumptions and estimates and future production and capacity may vary.
Information relating to the historical capacity of our production facilities included in this Red Herring Prospectus is
based on various assumptions including those relating to availability of raw materials and operational efficiencies.
Actual production levels and rates may differ significantly from the production capacities. Undue reliance should
therefore not be placed on our historical capacity information for our existing facilities included in this Red Herring
Prospectus.
40. We have had negative net cash flows in the past and may continue to have negative cash flows in the future.
The following table sets forth our cash flow for the periods indicated:
( in millions)
Three months ended Financial Year
June 30, 2017 2017 2016 2015
Net Cash generated from Operating 167.71 8,973.03 1,683.19 1,088.28
Activities
Net Cash (used in) Investing (663.84) (868.19) (4,277.96) (1,306.62)
Activities
29
Three months ended Financial Year
June 30, 2017 2017 2016 2015
Net Cash generated from/ (used in) 332.77 (7,880.67) 2,783.86 (789.86)
Financing Activities
Net increase/(decrease) in cash and (163.36) 224.17 189.09 (1,008.20)
cash equivalents
For further details, see Financial Statements and Managements Discussion and Analysis of Financial Condition
and Results of Operations on pages 213 and 459, respectively. We cannot assure you that our net cash flows will be
positive in the future.
41. We have in the past entered into related party transactions and may continue to do so in the future, which may
potentially involve conflicts of interest with the equity shareholders.
We have entered into various transactions with related parties. We cannot assure you that we could not have achieved
more favourable terms. It is likely that we may enter into related party transactions in the future. Such related party
transactions may potentially involve conflicts of interest. For example, our Subsidiary, Creamline Dairy procures raw
milk from related parties. For details on our related party transactions, see Related Party Transactions on page 211.
For details on the interest of our Promoter, Directors and key management personnel of our Company, see Our
Management Interests of Directors and Our Management Interests of Key Management Personnel on pages
171 and 175, respectively. We cannot assure you that such transactions, individually or in the aggregate, will always
be in the best interests of our shareholders and will not have an adverse effect on our business, results of operations,
cash flows and financial condition.
42. We have certain contingent liabilities that have not been provided for in our financial statements, which, if they
materialize, may adversely affect our financial condition.
As of June 30, 2017, our contingent liabilities that have not been provided for are as set out in the table below:
Particulars As of June 30, 2017

( in millions)
Claims against the group not acknowledged as debts:
Excise duty demands relating to disputed classification, assessable values, availment of 1,616.75
credit which we have contested and is in appeal at various levels.
Service Tax demands relating to reverse charge mechanism for the services availed. 0.16
We have preferred an appeal with the Customs Department in the matter of assessable 9.95
value of imported capital goods and presently the case is pending with the
Commissioner of Customs, Chennai.
Income Tax
We have received a rectification order under section 154 of Income Tax Act, 13.24
1961 for assessment year 2014-15 dated January 23, 2017, as per the said order
amount determined to be payable is 13.24 million, which includes interest
amounting to 2.55 million.
We have preferred an appeal before the Commissioner of Income Tax 14.31
(Appeals) against the order of the assessing officer for the assessment year
2013-14 in which a demand of 14.31 million has been determined to be
payable by the Company.
We have preferred appeal against the order of assessing officer and CIT in 43.79
which demand of 43.79 million has been determined for various assessment
years as under. The said demand also included interest payable up to the date
of passing order by the competent authority i.e. assessing officer/CIT
We had preferred an appeal against the dis-allowance of deduction under 5.13
section 80-I of the Income Tax Act, 1961, the details of which are given below.
The Appellate Tribunal Hyderabad has passed an order to, partly allow
deduction under section 80- I of the Income Tax Act, in respect of milk
products manufactured. The assessing officer order for part refund of Income
tax paid is still pending.
30
( in millions)
We have preferred an appeal against the disallowance of deduction under 3.82
section 32(1)(iia) of the Income Tax Act, 1961. Against the aforesaid demand,
we have deposited/adjusted payment aggregating to 3.37 million.
We have preferred an appeal against the dis-allowance of deduction under 1.28
section 36(1)(iva) of the Income Tax Act, 1961 and other expenditure. Against
the aforesaid demand, we have deposited the demand amount of tax.
We have preferred an appeal against the dis-allowance under section 14A and 1.08
under section 36 of the Income Tax Act, 1961. Against the aforesaid demand,
the refund has adjusted (Tax Deposited).
Sales Tax
Contingent Liabilities against pending C & H Forms 44.04

We have preferred an appeal against levy of sales tax on sale of cream and has 2.62
deposited the entire demand of tax.
We have received assessment orders for the financial year 2010-11 in respect 0.11
of assessment of Value Added Tax from the Assistant Commissioner (CT) for
0.11 million. This pertains to disallowance of value added tax input credit
claimed. We have gone on appeal and the same was remanded to assessing
officer. The revision order from the assessing officer is awaited.
Civil Matters 650.00
Nath Bio-Genes (India) Limited has filed a suit against the Group alleging
that some product supplied by the Group was responsible for the poor
germination of its seeds.
Surety Bond issued on behalf of fellow subsidiary. 12.07
Letters of Credit given by Group (Different letter of credits issued to various 191.32
suppliers for supply of material to us.)
Guarantees issued by the Banks and counter guaranteed by the group which 127.42
have been secured by deposits with bank.
Claims against the Company not acknowledged as debt. 97.93
If a significant portion of these liabilities materialize, it could have an adverse effect on our business, financial
condition and results of operations. For details, see Financial Statements Contingent Liabilities and Commitments
on pages 310 and 431.
43. Our Company has issued Equity Shares in the last 12 months at a price which may be lower than the Issue Price.
Our Company has issued Equity Shares in the last 12 months, which may be at a price lower than the Issue Price. For
further details, see Capital Structure Notes to the Capital Structure on page 75. Our Company has, in consultation
with the BRLMs, undertaken a private placement of 192,901 Equity Shares for cash consideration aggregating to
84.88 million. The size of the Fresh Issue as disclosed in the Draft Red Herring Prospectus dated July 18, 2017, being
3,000 million, has been reduced to 2,915.12 million accordingly.
44. Some of our Promoter, GIL and Group Companies have unsecured loans that may be recalled by the lenders at any
time.
Some of our Promoter, GIL and Group Companies, have currently availed unsecured loans which may be recalled by
the lenders at any time. In the event that any lender seeks a repayment of any such loan, such Group Companies would
need to find alternative sources of financing, which may not be available on commercially reasonable terms, or at all.
Such Group Companies may not have adequate working capital to undertake new projects or complete the ongoing
projects. As a result, any such demand may affect our business, cash flows, financial condition and results of
operations.
31
45. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.
Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flow, working capital
requirements, capital expenditure and restrictive covenants of our financing arrangements. Any future determination
as to the declaration and payment of dividends will be at the discretion of our Board and will depend on factors that
our Board deems relevant, including among others, our future earnings, financial condition, cash requirements,
business prospects and any other financing arrangements. We cannot assure you that we will be able to pay dividends
in the future. For details of dividend paid by our Company in the past, see Dividend Policy on page 212.
46. We have commissioned industry reports from certain agencies, which have been used for industry related data in
this Red Herring Prospectus and such data has not been independently verified by us.
We have commissioned the CRISIL research report titled Animal Feed Sector in India published in June 2017, the
CRISIL research report titled A study of the Indian crop protection industry published in June 2017, Oil Palm A
Critical Study of its Role in Contributing the Vegetable Oil Economy in India by Dr. P Rethinam, the IMARC report
titled Dairy Industry in India: 2017 Edition published in 2017, the Nielsen report titled Sizing of the Processed
Poultry Market in India and Estimating the Share of Godrej Agrovets Offering published in July 2017 and the
LightCastle Partners report titled Market Mapping and Growth Prospects of Poultry, Cattle and Fish Feed Industry
in Bangladesh. The reports use certain methodologies for market sizing and forecasting. Neither we, nor any of the
BRLMs have independently verified such data and therefore, while we believe them to be true, we cannot assure you
that they are complete or reliable. Accordingly, investors should read the industry related disclosure in this Red Herring
Prospectus in this context. Industry sources and publications are also prepared based on information as of specific
dates and may no longer be current or reflect current trends. Industry sources and publications may also base their
information on estimates, projections, forecasts and assumptions that may prove to be incorrect. While industry sources
take due care and caution while preparing their reports, they do not guarantee the accuracy, adequacy or completeness
of the data. Accordingly, investors should not place undue reliance on, or base their investment decision solely on this
information.
47. Some of our Group Companies have incurred losses in the last preceding financial year and have negative net
worth, based on the last audited financial statements available.
Some of our Group Companies have incurred losses in the preceding financial years and have negative net worth,
based on the respective Group Companies last available audited financial statements. For further details, see Our
Group Companies Details of Group Companies with negative net worth and Our Group Companies - Loss making
Group Companies beginning on page 193 and 209, respectively. We cannot assure you that our Group Companies
will not incur losses or have negative net worth in the future.
48. Certain of our existing shareholders together may be able to exert substantial voting control over our Company
after completion of the Issue, which may limit your ability to influence the outcome of matters submitted for
approval of our shareholders.
Following the completion of the Issue, certain of our existing shareholders will continue to hold substantial portion of
our post- Issue Equity Share capital. This concentration of ownership could limit your ability to influence corporate
matters requiring shareholder approval. These existing shareholders will have the ability to significantly influence
matters requiring shareholders approval, including the ability to appoint Directors to our Board and the right to approve
significant actions at Board and at shareholders meetings, including the issue of Equity Shares and dividend payments,
business plans, mergers and acquisitions, any consolidation or joint venture arrangements, any amendment to our
Memorandum of Association and Articles of Association, and any assignment or transfer of our interest in any of our
licenses. In addition, if our shareholders do not act together, such matters requiring shareholder approval may be
delayed or not occur at all, which could adversely affect our business. Moreover, these shareholders are not obligated
to provide any business opportunities to us. If such other shareholders invest in another company in competition with
us, we may lose the support provided to us by them, which could adversely affect our business, financial condition,
cash flows and results of operations. We cannot assure you that our existing shareholders will not have conflicts of
interest with other shareholders or with our Company. Any such conflict may adversely affect our ability to execute
our business strategy or to operate our business.
49. We will continue to be controlled by our Promoters after the completion of the Issue.
After the completion of the Issue, our Promoters will hold majority of our outstanding Equity Shares. As a result, our
Promoters will continue to exercise significant control over us, including being able to control the composition of our
Board and determine matters requiring shareholder approval or approval of our Board. Our Promoters may take or
block actions with respect to our business, which may conflict with our interests or the interests of our minority
shareholders. By exercising their control, our Promoters could delay, defer or cause a change of our control or a change
in our capital structure, delay, defer or cause a merger, consolidation, takeover or other business combination involving
32
us, discourage or encourage a potential acquirer from making a tender offer or otherwise attempting to obtain control
of us. We cannot guarantee that our Promoters and Promoter Group will act in our interest while exercising their rights.
50. Our ability to raise foreign capital under the FDI route is constrained by Indian law and we may be subject to
various conditions if we propose to raise foreign capital through the FDI route. Further, we propose to raise foreign
capital in the Issue from certain foreign investors under the FPI route in accordance with the applicable law and
may raise further foreign capital from such foreign investors. If our shareholders do not increase this limit in the
future or the Government of India reduces the permissible limit or imposes restrictive conditions in the future, our
ability to raise foreign capital could be adversely affected and consequently, this may adversely affect our business,
prospects and results of operations.
Our Company has entered into a development management agreement with Godrej Properties Limited with respect to
development of a certain parcel of land owned by our Company situated near Bengaluru. Since our Company is
involved in construction development, under the FDI Policy, any foreign direct investment in our Company is subject
to certain conditions which are required to be complied with for the purposes of receiving FDI including, inter alia,
lock-in of the foreign investor for a period of three years calculated with reference to each tranche of foreign
investment.
Our Company presently does not propose to raise any foreign capital or in the Issue through the FDI route and
accordingly, our Company does not comply with these conditions. However, in the event that our Company proposes
to raise foreign capital in the future through the FDI route, then we would be required to meet certain conditions as
prescribed under the FDI Policy. We cannot assure you that we will be able to comply with any of these conditions in
the future, and such inability may adversely affect our growth plans and business prospects.
Further, in accordance with the FDI Policy, we propose to allow participation by non-residents in the Issue to the
extent of participation by (i) FPIs through the portfolio investment scheme under Schedule 2A of the FEMA
Regulations, subject to limit of the individual holding of an FPI below 10% of the post-Issue paid-up capital of our
Company and the aggregate limit for FPI investment up to 24% of the post-Issue paid-up capital of our Company; and
(ii) Eligible NRIs only on non-repatriation basis under Schedule 4 of the FEMA Regulations, subject to limit of the
individual holding of an Eligible NRI below 5% of the post-Issue paid-up capital of our Company and the aggregate
limit for NRI investment to 10% of the post-Issue paid-up capital of our Company. Further, other non-residents such
as FVCIs, multilateral and bilateral development financial institutions are not permitted to participate in the Issue. As
per the existing policy of the Government of India, OCBs cannot participate in this Issue.
We cannot assure you that the Government of India will continue to allow current level of participation by the aforesaid
investors in the sectors in which we operate or that the Government of India will not impose any further conditions
with respect to such investments. Any adverse decision by the Government of India in this regard could adversely
affect our business, prospects, results of operations and trading price of our Equity Shares. Furthermore, as an Indian
company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory
restrictions could constrain our ability to obtain financings on competitive terms and refinance existing indebtedness.
In addition, we cannot assure you that any required regulatory approvals for borrowing in foreign currencies will be
granted to us without onerous conditions, or at all. Limitations on foreign debt may have an adverse effect on our
business growth, financial condition and results of operations.
51. The examination report of our Statutory Auditors relating to Restated Financial Statements contains a qualification
that our Company has paid remuneration to our Managing Director in excess of the limits prescribed under the
Companies Act, 2013.
The remuneration paid to our Managing Director in Fiscal 2017 exceeded five per cent of the net profits of our
Company for Fiscal 2017 due to exercise of employee stock options. Accordingly, our Company has sought approval
of the Central Government by way of application dated June 29, 2017, to waive the recovery of the compensation paid
to our Managing Director in excess of the limits prescribed for managerial remuneration under the Companies Act,
2013. The Statutory Auditors have qualified their examination report in this regard. For further information, please see
Financial Statements beginning on page 213.
52. One of our joint ventures, Godrej Tyson, has not complied with one of the conditions of the approval by the Foreign
Investment Promotion Board
The Foreign Investment Promotion Board approved the investment of Tyson Foods Inc., in Godrej Tyson, one of our
joint ventures, by way of approval dated June 15, 2010 (the FIPB Approval). The FIPB Approval was inter-alia
subject to compounding with the Reserve Bank of India as Godrej Tyson had not complied with Press Note 1 of 2005
which, inter alia, required prior government approval for foreign investment in a company where the foreign investor
had an existing joint venture or technology transfer/trademark agreement in the same field. Godrej Tyson has through
a letter addressed to Foreign Exchange Department of RBI sought clarification in relation to the compounding in terms
of the FIPB Approval.
33
We cannot assure you that the RBI will condone the irregularity or that the penalty amount will be reasonable. If we
are unable to obtain the compounding order or if the compounding order imposes heavy penalties on Godrej Tyson or
if the government initiates action against Godrej Tyson for failure to comply with the terms of the FIPB Approval, our
business, reputation, results of operations and financial condition could be adversely affected.
External Risk Factors
Risks Related to India
53. Political, economic or other factors that are beyond our control may have an adverse effect on our business and
results of operations.
We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and
market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in which
we operate. There have been periods of slowdown in the economic growth of India. Demand for our products may be
adversely affected by an economic downturn in domestic, regional and global economies. Economic growth in the
countries in which we operate is affected by various factors including domestic consumption and savings, balance of
trade movements, namely export demand and movements in key imports (oil and oil products), global economic
uncertainty and liquidity crisis, volatility in exchange currency rates, and annual rainfall which affects agricultural
production. Consequently, any future slowdown in the Indian economy could harm our business, results of operations,
financial condition and cash flows. Also, a change in the government or a change in the economic and deregulation
policies could adversely affect economic conditions prevalent in the areas in which we operate in general and our
business in particular and high rates of inflation in India could increase our costs without proportionately increasing
our revenues, and as such decrease our operating margins.
54. Investors may not be able to enforce a judgment of a foreign court against our Company.
Our Company is incorporated under the laws of India. Our Companys assets are primarily located in India and
substantially all of our Companys Directors and Key Managerial Personnel are residents of India. As a result, it may
not be possible for investors to effect service of process upon our Company or such persons in jurisdictions outside
India, or to enforce against them judgments obtained in courts outside India.
Recognition and enforcement of foreign judgments is provided for under Section 13 of Civil Code on a statutory basis.
Section 13 of the Civil Code provides that foreign judgments shall be conclusive regarding any matter directly
adjudicated upon, except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii)
where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings
that the judgment is founded on an incorrect view of international law or a refusal to recognize the law of India in
cases to which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed
to natural justice; (v) where the judgment has been obtained by fraud; and (vi) where the judgment sustains a claim
founded on a breach of any law then in force in India. Under the Civil Code, a court in India shall, upon the production
of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced
by a court of competent jurisdiction, unless the contrary appears on record. However, under the Civil Code, such
presumption may be displaced by proving that the court did not have jurisdiction.
India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.
Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court, within
the meaning of that Section, in any country or territory outside of India which the Central Government has by
notification declared to be in a reciprocating territory, it may be enforced in India by proceedings in execution as if
the judgment had been rendered by the relevant court in India. However, Section 44A of the Civil Code is applicable
only to monetary decrees not being of the same nature as amounts payable in respect of taxes, other charges of a like
nature or of a fine or other penalties.
We have been advised by our Indian counsel that the United States and India do not currently have a treaty providing
for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial
matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United
States on civil liability, whether or not predicated solely upon the federal securities laws of the United States, would
not be enforceable in India. However, the party in whose favour such final judgment is rendered may bring a new suit
in a competent court in India based on a final judgment that has been obtained in the United States. The suit must be
brought in India within three years from the date of the judgment in the same manner as any other suit filed to enforce
a civil liability in India.
It is unlikely that a court in India would award damages on the same basis as a foreign court if an action was brought
in India. Furthermore, it is unlikely that an Indian court would enforce a foreign judgment if that court were of the
view that the amount of damages awarded was excessive or inconsistent with public policy or Indian practice. It is
uncertain as to whether an Indian court would enforce foreign judgments that would contravene or violate Indian law.
34
However, a party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI under the
Indian Foreign Exchange Management Act, 1999, to execute such a judgment or to repatriate any amount recovered.
55. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and
U.S. GAAP, which may be material to investors assessment of our financial condition.
The Restated Financial Statements as of and for the three months ended June 30, 2017 and the Financial Years ended
March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014, March 31, 2013 included in this Red Herring
Prospectus have been prepared under Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015
read with Section 133 of the Companies Act, 2013 to the extent applicable. In accordance with Ind AS 101 First-time
Adoption of Indian Accounting Standard, we have presented reconciliation from Indian GAAP to Ind AS. Please refer
to the Restated Financial Statements beginning on page 214. Except as otherwise provided in the Restated Financial
Statements with respect to Indian GAAP, no attempt has been made to reconcile any of the information given in this
Red Herring Prospectus to any other principles or to base the information on any other standards. Ind AS differs from
other accounting principles with which prospective investors may be familiar, such as Indian GAAP, IFRS and U.S.
GAAP. Accordingly, the degree to which the financial statements included in this Red Herring Prospectus will provide
meaningful information is entirely dependent on the readers level of familiarity with Ind AS. Persons not familiar
with Ind AS should limit their reliance on the financial disclosures presented in this Red Herring Prospectus.
In addition, our Restated Financial Statements may be subject to change if new or amended Ind AS accounting
standards are issued in the future or if we revise our elections or selected exemptions in respect of the relevant
regulations for the implementation of Ind AS.
56. We may be affected by competition law in India and any adverse application or interpretation of the Competition
Act could in turn adversely affect our business.
The Competition Act was enacted for the purpose of preventing practices that have or are likely to have an adverse
effect on competition in India and has mandated the CCI to separate such practices. Under the Competition Act, any
arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable
adverse effect on competition is void and attracts substantial penalties.
Further, any agreement among competitors which, directly or indirectly, involves determination of purchase or sale
prices, limits or controls production, or shares the market by way of geographical area or number of subscribers in the
relevant market is presumed to have an appreciable adverse effect in the relevant market in India and shall be void.
The Competition Act also prohibits abuse of a dominant position by any enterprise. On March 4, 2011, the Central
Government notified and brought into force the combination regulation (merger control) provisions under the
Competition Act with effect from June 1, 2011. These provisions require acquisitions of shares, voting rights, assets
or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily
notified to, and pre-approved by, the CCI. Additionally, on May 11, 2011, the CCI issued the Competition Commission
of India (Procedure for Transaction of Business Relating to Combinations) Regulations, 2011, as amended, which sets
out the mechanism for implementation of the merger control regime in India. The Competition Act aims to, among
other things, prohibit all agreements and transactions which may have an appreciable adverse effect in India.
Consequently, all agreements entered into by us could be within the purview of the Competition Act. Further, the CCI
has extra-territorial powers and can investigate any agreements, abusive conduct or combination occurring outside of
India if such agreement, conduct or combination has an appreciable adverse effect in India. However, the impact of
the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty at this
stage. We are not currently party to any outstanding proceedings, nor have we received notice in relation to non-
compliance with the Competition Act or the agreements entered into by us.
However, if we are affected, directly or indirectly, by the application or interpretation of any provision of the
Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated
due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition
Act, it would adversely affect our business, financial condition, results of operations and prospects.
57. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.
Indian legal principles related to corporate procedures, directors fiduciary duties and liabilities, and shareholders
rights may differ from those that would apply to a company in another jurisdiction. Shareholders rights including in
relation to class actions, under Indian law may not be as extensive as shareholders rights under the laws of other
countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an Indian
company than as shareholder of a corporation in another jurisdiction.
35
Risks Related to the Equity Shares and the Issue
58. The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience price
and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of
the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Issue Price,
or at all.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the Stock
Exchanges may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a market for
the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The Issue Price of
the Equity Shares is proposed to be determined through a book-building process and may not be indicative of the
market price of the Equity Shares at the time of commencement of trading of the Equity Shares or at any time thereafter.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors,
variations in our operating results of our Company, market conditions specific to the industry we operate in,
developments relating to India, volatility in securities markets in jurisdictions other than India, variations in the growth
rate of financial indicators, variations in revenue or earnings estimates by research publications, and changes in
economic, legal and other regulatory factors.
59. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on
the value of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of
our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign currency
for repatriation, if required. Any adverse movement in currency exchange rates during the time that it takes to
undertake such conversion may reduce the net dividend to foreign investors. In addition, any adverse movement in
currency exchange rates during a delay in repatriating outside India the proceeds from a sale of Equity Shares, for
example, because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce the
proceeds received by Equity Shareholders. For example, the exchange rate between the Rupee and the U.S. dollar has
fluctuated substantially in recent years and may continue to fluctuate substantially in the future, which may have an
adverse effect on the trading price of our Equity Shares and returns on our Equity Shares, independent of our operating
results.
60. The Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.
The Issue Price of the Equity Shares will be determined by our Company in consultation with the BRLMs, and through
the Book Building Process. This price will be based on numerous factors, as described under Basis for Issue Price
on page 96 and may not be indicative of the market price for the Equity Shares after the Issue. The market price of the
Equity Shares could be subject to significant fluctuations after the Issue, and may decline below the Issue Price. We
cannot assure you that the investor will be able to resell their Equity Shares at or above the Issue Price.
61. Any future issuance of Equity Shares, or convertible securities or other equity linked securities by us and any sale
of Equity Shares by our Promoters or Promoter Group may dilute your shareholding and adversely affect the
trading price of the Equity Shares.
Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by us,
including through exercise of employee stock options may dilute your shareholding in our Company, adversely affect
the trading price of the Equity Shares and our ability to raise capital through an issue of our securities. In addition, any
perception by investors that such issuances or sales might occur could also affect the trading price of the Equity Shares.
We cannot assure you that we will not issue additional Equity Shares. The disposal of Equity Shares by any of our
Promoters and Promoter Group, or the perception that such sales may occur may significantly affect the trading price
of the Equity Shares. Except as disclosed in Capital Structure beginning on page 74, we cannot assure you that our
Promoters and Promoter Group will not dispose of, pledge or encumber their Equity Shares in the future.
62. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and
thereby suffer future dilution of their ownership position.
Under the Companies Act, a company incorporated in India must offer its equity shareholders preemptive rights to
subscribe and pay for a proportionate number of equity shares to maintain their existing ownership percentages prior
to issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special
resolution by holders of three-fourths of the equity shares voting on such resolution.
However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without
our filing an offering document or registration statement with the applicable authority in such jurisdiction, you will be
unable to exercise such pre-emptive rights, unless we make such a filing. If we elect not to file a registration statement,
the new securities may be issued to a custodian, who may sell the securities for your benefit. The value such custodian
36
receives on the sale of any such securities and the related transaction costs cannot be predicted. To the extent that you
are unable to exercise pre-emptive rights granted in respect of our Equity Shares, your proportional interests in our
Company may be reduced.
63. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of
Equity Shares or the Bid Amount) at any stage after submitting a Bid.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail
Individual Investors can revise their Bids during the Bid/Issue Period and withdraw their Bids until Bid/Issue Closing
Date. While our Company is required to complete Allotment pursuant to the Issue within six Working Days from the
Bid/Issue Closing Date, events affecting the Bidders decision to invest in the Equity Shares, including material
adverse changes in international or national monetary policy, financial, political or economic conditions, our business,
results of operation or financial condition may arise between the date of submission of the Bid and Allotment. Our
Company may complete the Allotment of the Equity Shares even if such events occur, and such events limit the
Bidders ability to sell the Equity Shares Allotted pursuant to the Issue or cause the trading price of the Equity Shares
to decline on listing.
64. You may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares.
Under the Income Tax Act, capital gains arising from the sale of equity shares in an Indian company within 12 months
of purchase are generally taxable in India. Any gain realized on the sale of shares on a stock exchange held for more
than 12 months will not be subject to capital gains tax in India if the STT has been paid on the sale transaction. The
STT is collected by the Indian stock exchange on which equity shares are sold. Any gain realized on the sale of shares
held for more than 12 months to an Indian resident, which are sold other than on a recognized stock exchange and as
a result of which no STT has been paid, will be subject to long term capital gains tax in India.
The recent Finance Act 2017 amendments provided that where the shares have been acquired on or after October 1,
2004 and on which STT has not been paid at the time of acquisition, then the exemption of long term capital gains
under section 10(38) of the Income Tax Act would not be available. This amendment further provides that the
Government will notify certain modes of acquisition to which the recent amendment made by Finance Act 2017 would
not be applicable and the shares acquired by such modes of acquisition would continue to get the benefit of section
10(38) of the Income Tax Act. The Government has issued a notification dated June 5, 2017 listing out certain modes
of acquisition where the benefit of section 10(38) will not be applicable, subject to certain exceptions. For further
details, see Statement of Tax Benefits on page 99.
Capital gains arising from the sale of shares will be exempt from taxation in India in cases where an exemption is
provided under a tax treaty between India and the country of which the seller is a resident. Generally, Indian tax treaties
do not limit Indias ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax
in India as well as in their own jurisdictions on gains arising from a sale of the shares subject to relief that may be
available under the applicable tax treaty or under the laws of their own jurisdiction.
65. Government regulation of foreign ownership of Indian securities may have an adverse effect on the price of our
Equity Shares.
Foreign ownership of Indian securities is subject to Government regulation. In accordance with foreign exchange
regulations currently in effect in India, under certain circumstances the RBI must approve the sale of the Equity Shares
from a non-resident of India to a resident of India or vice-versa if the sale does not meet certain requirements specified
by the RBI. Additionally, any person who seeks to convert the Rupee proceeds from any such sale into foreign currency
and repatriate that foreign currency from India is required to obtain a no-objection or a tax clearance certificate from
the Indian income tax authorities. As provided in the foreign exchange controls currently in effect in India, the RBI
has provided that the price at which the Equity Shares are transferred be calculated in accordance with internationally
accepted pricing methodology for the valuation of shares at an arms length basis, and a higher (or lower, as applicable)
price per share may not be permitted. We cannot assure investors that any required approval from the RBI or any other
government agency can be obtained on terms favorable to a non-resident investor in a timely manner or at all. Because
of possible delays in obtaining requisite approvals, investors in the Equity Shares may be prevented from realizing
gains during periods of price increase or limiting losses during periods of price decline. See Restrictions on Foreign
Ownership of Indian Securities beginning on page 575.
66. The average cost of acquisition of Equity Shares by our Promoters may be less than the Issue Price.
The average cost of acquisition of Equity Shares by our Promoters may be less than the Issue Price. The details of
average cost of acquisition of Equity Shares acquired by our Promoters is set out below:
37
Name of our Promoters Average cost of acquisition per Equity Share (in )
GIL 30.64
Nadir B. Godrej 0.33
Adi B. Godrej 5.85
* The cost of acquisition of Equity Shares has been arrived at before accounting for transfer by way of sale.
Prominent Notes:
1. Our Company has not changed its name in the last three years.
2. Issue of up to [] Equity Shares for cash at price of [] (including a share premium of []) aggregating up to []
million, comprising a Fresh Issue of up to [] Equity Shares aggregating up to 2,915.12 million and an offer for sale
of (i) up to [] Equity Shares by Godrej Industries Limited aggregating up to 3,000 million and up to (ii) 12,300,000
Equity Shares by V-Sciences aggregating up to [] million, respectively. The Issue will constitute []% of the post-
Issue paid-up Equity Share capital of our Company (after considering allotment to identified employees to ESPS).
3. As of June 30, 2017, the net worth of our Company was 9,584.11 million and 10,727.12 million as per standalone
Restated Financial Statements and consolidated Restated Financial Statements, respectively. As of March 31, 2017,
the net worth of our Company was 9,030.07 million and 10,096.79 million as per standalone Restated Financial
Statements and consolidated Restated Financial Statements, respectively.
4. As of June 30, 2017, the net asset value per equity share was 51.77 and 57.94 as per the standalone Restated
Financial Statements and consolidated Restated Financial Statements, respectively. As of March 31, 2017, the net asset
value per equity share was 48.78 and 54.54 as per the standalone Restated Financial Statements and consolidated
Restated Financial Statements, respectively.
5. For details of related party transactions entered into by our Company with our Subsidiaries and our Group Companies
in the last Financial Year, including the nature and cumulative value of the transactions, see Related Party
Transactions beginning on page 211.
6. There has been no financing arrangement whereby our Promoter Group, directors of our Promoters, our Directors and
their relatives have financed the purchase by any other person of securities of our Company other than in normal course
of the business of the financing entity during the period of six months immediately preceding the date of this Red
Herring Prospectus.
7. Except as disclosed in Our Group Companies and Related Party Transactions beginning on pages 187 and 211,
respectively, our Group Companies do not have business interests or other interests in our Company.
8. The details of average cost of acquisition of Equity Shares acquired by our Promoters and Selling Shareholders is set
out below.
Name of our Promoters/ Selling Average cost of acquisition per Equity Share (in )*
Shareholders
GIL 30.64
Adi B. Godrej 5.85
V-Sciences 154.60
For details, see Capital Structure - History of the Equity Share Capital held by our Promoters on page 74.
For any complaints, information or clarifications pertaining to the Issue, investors may contact the BRLMs who have submitted
the due diligence certificate to SEBI.
38
SECTION III: INTRODUCTION
SUMMARY OF INDUSTRY
The information contained in this section is derived from the CRISIL research report titled Animal Feed Sector in India
published in June 2017, (CRISIL Animal Feed Report), the CRISIL research report titled A study of the Indian crop
protection industry published in June 2017 (CRISIL Crop Protection Report), Oil Palm A Critical Study of its Role in
Contributing the Vegetable Oil Economy in India by Dr. P Rethinam (Oil Palm Report), the iMarc report titled Dairy
Industry in India: 2017 Edition published in 2017 (IMARC Report), the Nielsen report titled Sizing of the Processed
Poultry Market in India and Estimating the Share of Godrej Agrovets Offering published in July 2017 (Poultry Report),
the LightCastle Partners report titled Market Mapping and Growth Prospects of Poultry, Cattle and Fish Feed Industry in
Bangladesh (Bangladesh Report) and other publicly available sources. Neither we, nor any other person connected with
the Offer has independently verified this information. Industry sources and publications generally state that the information
contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and
underlying assumptions are not guaranteed and their reliability cannot be assured. Industry publications are also prepared
based on information as of specific dates and may no longer be current or reflect current trends.
The Indian Economy
India has the fourth largest economy in the world by purchasing power parity (Source:
https://www.cia.gov/library/publications/the-world-factbook/geos/in.html). Against a background of global instability, India
registered a growth of 7.6% during the financial year 2016, becoming the fastest growing major economy in the world. During
the same period, macroeconomic parameters such as inflation, fiscal deficit and current account balance all exhibited signs of
improvement. The financial year 2016 has also witnessed the launch of several government programs and initiatives designed
to boost manufacturing, industrial growth, foreign direct investment and ease of doing business. At the sectoral level, growth
of agriculture and allied sectors improved significantly in the financial year 2017, following the normal monsoon in the current
year. Favourable weather and moisture conditions suggest an increase in production of wheat and pulses. The growth rate for
agriculture and allied sectors is estimated to be 4.1% for the financial year 2017. (Source: Economic Survey 2015-16, available
at indiabudget.nic.in)
Animal Feed
Current market size of global animal feed
In terms of sales volume, the size of the compound animal feed industry has been estimated to be approximately 1 billion
million tons (MT) in the calendar year 2015. In terms of sales value, the feed industry has been valued at an estimated $400
billion as of the calendar year 2015. In the calendar year 2015, China was the largest producer of animal feed, contributing 19%
of sales volume, followed by the United States of America at 17% and the European Union at 16%. Of the total one billion tons
of animal feed produced globally, poultry feed accounts for the largest share at 45%, followed by the pig feed segment at 26%
and cattle and other ruminants at 20%. Aquaculture, which includes shrimp and fish feed, accounts for 4%, while others account
for approximately 5%.
Overview of the animal compound feed industry in India
CRISIL Research estimates the animal compound feed industry in India to be valued at approximately 715 to 725 billion as
of the financial year 2017. In terms of sales volume, India is one of the largest global producer of animal feed with an annual
production of between 25 million MT and 27 million MT. Going forward, the industry is expected to grow at a CAGR of 13%
to 14%, reaching a market size of between 1,060 and 1,070 billion by the financial year 2020. Among the three segments,
aqua feed is expected to grow the fastest at a CAGR of between 15% and 16%, followed by poultry feed at a CAGR of between
14% to 15% and cattle feed at a CAGR of between 10% to 11% by the financial year 2020.
Poultry industry in India
The poultry industry can be broadly divided into broiler and layer, of which, the broiler segment represents chicken for meat
consumption and the layer segment represents egg laying chickens.
The total poultry feed requirement in India has been estimated at between 21 million MT and 22 million MT, based on the
overall poultry population and typical feed conversion ratios. Of this, approximately 16 million MT to 17 million MT is
contributed by compound feed as of the financial year 2017. In terms of sales value, the poultry feed industry, comprising
broiler and layer feeds, has been estimated at between 480 and 490 billion as of the financial year 2017. The poultry feed
sector is expected to grow at a CAGR of 14% to 15% in the next three years to reach between 730 and 740 billion by the
financial year 2020. Broiler feed comprised 85% of the industry, or between 13.5 million MT and 14.5 million MT in the
financial year 2017. The total feed production for the layer segment was between 2 million MT and 3 million MT during the
financial year 2017.
39
Compound feed is mix of raw materials and additives formulated according to the specific requirements of the target animal.
Concentrates are used with another feed to improve the nutritive balance of the total, which is intended to be further diluted and
mixed to produce a supplement or a complete feed. Balanced animal nutrition allows feed manufacturers to help livestock
farmers keep their animals healthy and improve animal product quality and safety. Non-compound feed generally includes
compressed and pelleted feeds, oils and mixed rations, and sprouted grains and legumes. For the broiler segment, 90% to 95%
of feed production is in the form of compound feed, while for the layer segment, 25% to 35% of feed production is in the form
of compound feed.
The organized sector contributes between 80% and 85% of the poultry feed industry, and the unorganized sector contributes
the remaining. The majority of organized feed is manufactured by integrators who produce 70% to 75% of the total
manufactured feed. Such integrators typically use the majority of the manufactured feed for captive purposes while balance
feeds are sold to individual farmers. In contrast, specialist feed manufacturers are primarily involved with the selling of feed.
Cattle feed industry
Cattle feed forms the second major segment of the animal feed industry in India. A major share of this industry is still
unorganized as small scale farmers do not use compound cattle feed and large scale dairy farms who use compound feed are
few. However, feed manufacturers have increasingly started to adopt modern and sophisticated methods to improve feed quality,
in a bid to match best global practices.
Until the financial year 2013, the share of organized players manufacturing compound feed stood at 7% to 8%. This has now
improved to 12%, indicating high market potential. Within the organized sector, co-operative dairy societies comprise 70%,
and private players comprise the rest. There are 17 dairy co-operative societies in the country with integrated plants for
manufacturing cattle feed.
The market size of compound cattle feed manufactured by organized players was estimated at between 7.5 million MT and 8.5
million MT in the financial year 2017. In terms of sales volume, the market grew at a CAGR of 6% to 7% between the financial
year 2014 and the financial year 2017. For the same period, in terms of sales value, the market grew at a CAGR of 12% to 13%
and was estimated to be between 148 billion and 150 billion.
Overview of the animal feed industry in Bangladesh
Bangladeshs current annual average consumption of meat per person is lower than regional peers, but is expected to grow in
tandem with per capita income.
The following chart sets forth average annual meat consumption in kilograms across countries:
(Source: Bangladesh Report)
The major players in the feed industry in Bangladesh are large business conglomerates with integrated forward and backward
linkages. Some of the large national conglomerates in this sector that have these links and invest their own capital in the market
include Nourish Poultry Feeds Limited, Kazi Farm Group, Paragon Group, Aftab Hatcheries Limited and Quality Feed Limited.
CP Foods (Thai Group) and New Hope Group (Chinese Group) are international conglomerates who are operating in
Bangladesh. Most major players have vertically integrated operations in order to take advantage of economies of scale.
Crop Protection
Herbicides form the largest share of the global crop protection market, accounting for 45% of the pesticides consumed
worldwide in the calendar year 2015. This is majorly owed to sizeable land holdings, adoption of advanced farming techniques,
and unavailability of cheap labour in developed and developing countries. Fungicides and insecticides make up for rest of the
pesticide consumption, with a 26% and 25% share, respectively.
Similar to the pharmaceuticals industry, the global crop protection market consists of on-patent and off-patent generic
molecules. However, unlike pharmaceuticals, the manufacturing of generics is still dominated by the original innovators.
40
Therefore, France, Germany and the United States continue to be leaders in world exports. However, in the past decade, India,
and other low-cost destinations such as China, have entered the generics market, which met the same quality standards required
for registration and use in global markets, at much more competitive price points. While generic manufacturers have
significantly lower realisations as compared with on-patent producers, China and India have gained shares in the past ten years
as a number of molecules went off-patent.
The total crop protection market catered to by the Indian players is sized at 296 billion in the financial year 2017 and has seen
a steady growth over the last few years. During the five-year period from the financial year 2013 to the financial year 2017,
total crop protection market size, comprising domestic consumption and exports, is estimated to have increased at a CAGR of
9.7% to 296 billion in the financial year 2017, from 205 billion in the financial year 2013. During the corresponding period,
share of exports in the overall market size have improved marginally.
The domestic crop protection demand is currently sized at between 145 billion and 155 billion. The industry grew at a
healthy CAGR of 8.5% in sales value between the financial year 2013 and the financial year 2017, driven by higher pesticide
use per hectare to boost agricultural production, and an increased penetration of pesticides. In addition, plant growth regulators
have been used for the cultivation of cotton and rice crops in India, and also find application in horticulture and floriculture.
Oil Palm
Global vegetable oil production and consumption
Palm oil and soya bean oil shared 64.0% of the total vegetable oils with 36.0% and 28.1% respectively. Amongst the lauric oil
sources, palm kernel oil dominated with 4.0% share followed by coconut oil at 1.7%.
In the global vegetables oil production, palm oil remains to be the highest followed by soya bean oil. The next important oils
are rape seed and mustard and sunflower oil. These four oils play a vital role in the vegetable oil, in the economy of oils and
fats.
Future world demand for vegetable oils
Global demand for oils and fats is growing fast and in the past 15 years has almost doubled from 92.4 million MT in the financial
year 2000 to 180.0 million MT in the financial year 2015. The four major vegetable oils: palm (30%), soya bean (24%), rape
seed and mustard (13%) and sunflower (7%) totally contributed to 74% of world production. The growing demand will continue
in the coming decades. By the financial year 2050, global demand will rise to 250 million MT.
Oil Palm in India
Oil palm gives the highest oil yield of 4 to 6 tons per hectare per year with a global average of 3.80 tons per hectare per year
which no other known oilseed crop produces. The highest theoretical oil yield of this crop is projected to 18 tons per hectare
per year. In India itself the best farmers have obtained 6 to 8 tons and highest being 10 tons of oil per hectare per year. Oil palm
is an eco-friendly crop, and soil fertility is improved through the proper recycling of organic bio mass in oil palm plantations.
In addition, palm oil is a source of nutrition and health due to its high calorific value and vitamin content, and a major source
of biofuel.
Dairy
The Indian Dairy Industry
Overview
India is the worlds biggest producer and consumer of milk on a country-wise basis. However, the per capita consumption of
milk at 97 litres per year is well below that of other major milk markets, except for China.
Milk production volumes in India have grown at a rapid pace from 17 million MT during the financial year 1952 to 162 million
MT during the financial year 2017, enabling India to become the worlds biggest milk producer. Similarly, driven by a steady
population growth and rising incomes, milk consumption continues to rise in India. During the financial year 2017, India with
a total consumption of 154 million MT represented the worlds largest consumer of milk.
In the financial year 2016, Indias dairy industry was worth approximately 6,911 billion, growing at a CAGR of 13.0% during
the financial years 2010 to 2016. Total production of milk and dairy products in India is expected to increase from 162 million
MT in the financial year 2017 to 209 million MT in the financial year 2023, and total consumption of milk and dairy products
is expected to increase from 154 million MT in the financial year 2017 to 205 million MT in the financial year 2023. In the
financial year 2022, Indias dairy industry is projected to be worth approximately 16,368 billion, maintaining a CAGR of
15.6% during the financial years 2017 to 2022.
41
In India, milk consumption mainly consists of cow milk at 49.9% for the financial year 2017. On a state level, Uttar Pradesh,
Rajasthan and Gujarat were the largest milk producers accounting for 17.0%, 12.1% and 8.0% of total milk production in the
financial year 2017, respectively. Further, of the 35 states and union territories in India, cow milk is dominant in 24 states and
union territories. The top 5 cow milk producing states in India are currently Tamil Nadu, Uttar Pradesh, Rajasthan, Maharashtra
and West Bengal.
Poultry and Processed Foods
Meat Industry Overview
Poultry meat is the fastest growing component of the global meat demand. As of the calendar year 2017 (forecast), the USA is
the largest producer of broiler meat, followed by Brazil and China. Indias production of broiler meat at 4.5 million MT is led
largely by domestic demand. In the financial year 2016, Indias per capita consumption of poultry meat was an estimated 3.7
kg per year, compared to the world average of approximately 17.0 kg per year. While India currently has a lower share in
consumption as compared to its global peers, overall poultry consumption has been increasing at a healthy pace at a CAGR of
15% to 20% over the last decade. This growth has been led primarily by an increase in average household incomes, increase in
popularity and number of fast food restaurants and quick service restaurants, as well as a shift in preference of white meat over
red meat.
Poultry Meat Industry in India
For the financial year 2017, poultry meat production in India was estimated at 3.5 million MT. The poultry market, currently
valued at 5.65 billion, contributes to approximately 47.86% of total meat output. Out of the total poultry meat market, the live
poultry market constitutes 98% of total sales since most consumers prefer freshly culled chicken meat. Processed chicken meat
production comprises 2% of total production, out of which only an estimated one per cent undergoes processing into value-
added products that are ready-to-eat or ready-to-cook. The recent emergence of supermarkets and shopping malls has been
supporting the growth in the retailing of chilled and frozen poultry products.
In addition to five modern integrated poultry processing plants producing dressed chicken, chicken cut parts and other chicken
products, there are number of small poultry dressing plants in the country. The organized sector produces an estimated 70% of
the total chicken meat production, and is mainly concentrated in Tamil Nadu, Andhra Pradesh, Maharashtra, Karnataka, and
West Bengal.
Within the last ten years, many broiler enterprises have vertically integrated their operations (also called integrators), especially
in southern and western India. Integrators own all the hatcheries, feed mills, and slaughter facilities, and contract with multiple
smaller farmers who raise the chicks to slaughter weight primarily in open air sheds.
42
SUMMARY OF OUR BUSINESS
Overview
We are a diversified, research and development focused agri-business company with operations across five business verticals:
animal feed, crop protection, oil palm, dairy, and poultry and processed foods. We were the leading compound animal feed
company in India, on the basis of installed capacity for the financial year 2016. (Source: CRISIL Animal Feed Report) In
Bangladesh, our joint venture, ACI Godrej was the fourth largest feed producer, in terms of sales volume, during the financial
year 2016. (Source: Bangladesh Report) We were also the largest crude palm oil producer in India, in terms of market share,
as of March 31, 2017. (Source: Oil Palm Report)
Our Business Verticals:
In our animal feed business, our portfolio of products comprises cattle feed, poultry feed (broiler and layer), aqua feed
(fish and shrimp) and specialty feed. Our animal feed products are manufactured at 35 facilities, of which 10 facilities
are owned by us, and seven are operated by us, located near major consumption centers across India, with an aggregate
production capacity of 2.36 million MT per annum, as of June 30, 2017. Our pan-India distribution network for animal
feed products includes approximately 4,000 distributors, as of June 30, 2017. Our 50:50 joint venture, ACI Godrej,
was incorporated in 2004 and produces cattle, poultry and fish feed in Bangladesh. ACI Godrej operates two
manufacturing facilities with an aggregate production capacity of 0.57 million MT per annum, as of June 30, 2017.
In our crop protection business, we manufacture a wide range of products that cater to the entire crop lifecycle
including plant growth regulators, organic manures, generic agrochemicals and specialized herbicides. In October
2015, we acquired a majority equity interest in Astec LifeSciences and we currently own 56.82% of the outstanding
equity shares of Astec LifeSciences. Astec LifeSciences manufactures agrochemical active ingredients (technical),
bulk and formulations as well as intermediate products and sells its products in India as well as exports them to
approximately 24 countries, including the United States and countries across Europe, West Asia, South East Asia and
Latin America. Astec LifeSciences also undertakes contract development and manufacturing services for other agro
chemical companies. Astec LifeSciences sells all its products to institutional customers, while our Company sells its
products primarily to retail consumers. The distribution network of our Companys crop protection business in India
includes approximately 6,000 distributors, as of June 30, 2017.
In our oil palm business, we produce a range of products including crude palm oil, crude palm kernel oil and palm
kernel cake. We purchase fresh fruit bunches (FFBs) from palm oil farmers and work closely with them by providing
planting material, agricultural inputs and technical guidance. We have entered into memoranda of understanding with
nine state governments, which provides us with access to approximately 61,700 hectares under oil palm plantation,
which is equivalent to approximately one-fifth of Indias area suitable for oil palm cultivation, as of March 31, 2017.
(Source: Oil Palm Report). This public-private partnership model, which, has been promoted by the Government of
India, allows us to maintain an asset-light business model. We work closely with farmers in our designated area to
plant oil palm on their farmland and provide technical guidance and assistance. We have set up five palm oil mills in
India with an aggregate FFB processing capacity of 125 MT per hour and a palm kernel processing capacity of seven
MT per hour, as of June 30, 2017. We were recognized as the Highest Crude Palm Oil Producer in the Country at
the GLOBOIL conference in 2015.
In our dairy business, which we operate through our Subsidiary, Creamline Dairy, we sell a majority of our milk and
milk based products under the Jersey brand across the states of Telangana, Andhra Pradesh, Tamil Nadu, Karnataka
and Maharashtra. As of June 30, 2017, we owned and operated nine milk processing units. For our dairy business, our
supply chain network includes procurement from six states through a network of 120 chilling centers, as of June 30,
2017. As of June 30, 2017, our dairy distribution network included approximately 4,000 milk distributors,
approximately 3,000 milk product distributors and 50 retail parlors, as well as direct sales to institutional customers.
We manufacture and market processed poultry and vegetarian products through our brands Real Good Chicken and
Yummiez. In 1994, our Company ventured into the poultry business by launching the Real Good Chicken brand
and in 2008, with an objective to grow our poultry and processed foods business, we entered into a joint venture with
Tyson India Holding Limited, a subsidiary of Tyson Foods Inc., U.S.A. We believe that our joint venture with Tyson
India Holding Limited provides us with the technical and operational expertise to compete successfully in India. Tyson
Foods Inc., U.S.A. has approximately 75 years of experience producing, distributing and marketing poultry and other
animal protein related products. We have set up two processing plants with integrated breeding and hatchery operations
and we have a diverse customer base comprising of retail customers as well as institutional clients such as quick service
restaurants, fine dining restaurants, food service companies and hotels.
We are focused on improving productivity of farmers by innovating products and services that sustainably increase crop and
livestock yields. We have made significant investments to enhance our R&D capabilities over the years and believe that our
emphasis on R&D has been critical to our success. In May 2014, we consolidated our Animal feed R&D initiatives by setting
up the Nadir Godrej Centre for Animal Research and Development in Nashik. We have two dedicated R&D centres for our
43
crop protection business at Mumbai and Thane, which has enabled our Company to launch launch new products. Our oil palm
business has a dedicated R&D center at Andhra Pradesh, which is focused on improving the yield performance of oil palm crop
and exploring new avenues of value creation from oil palm biomass.
Our total income was 13,694.21 million, 49,834.47 million, 38,176.74 million and 33,255.01 million and our profit for
the period was 742.86 million, 2,743.94 million, 2,610.87 million and 2,101.28 million for the three months ended June
30, 2017 and the financial years 2017, 2016 and 2015, respectively. The revenue contribution from four business verticals of
our Company is set forth below:
( in million)
Business vertical Three months For the financial year
ended June 30, 2017 2016 2015
2017
Animal feed 6,344.64 26,208.22 25,442.02 25,429.88
Crop protection 2,780.51 7,647.25 4,959.38 3,352.48
Oil palm 1,309.09 5,066.42 4,041.92 3,937.98
Dairy* 3,082.32 10,099.17 2,728.90 N.A.
* The results of our dairy business have been consolidated with effect from December 21, 2015 when Creamline Dairy became our
Subsidiary.
Further, our share of revenues of our joint venture entities, which are not consolidated with our total revenues (our share of
profit for the period of such entities is consolidated with our profit for the period) in accordance with relevant accounting
standards, is shown for comparative purposes only and is set forth below:
( in million)
Business vertical Three months For the Financial Year
ended June 30, 2017 2016 2015
2017
Animal feed* 881.31 3,020.24 2,676.34 1,985.53
Poultry and 560.22 2,184.76 2,206.68 1,918.88
processed foods#
*Represents 50% of revenues of ACI Godrej
#Represents 49% of revenues of Godrej Tyson
Our Promoters include Mr. Adi Godrej and Mr. Nadir B. Godrej, each of whom have over 40 years of experience in successfully
creating shareholder value across businesses in a diverse range of industries. Further, Mr. Balram S. Yadav, our Managing
Director, has been with the Godrej group since 1991 and has experience of approximately 27 years in agri-businesses. Our
shareholders include marquee investors such as V-Sciences Investments Pte Ltd (an indirect wholly owned subsidiary of
Temasek Holdings (Private) Limited). We have received several awards over the years and were recognized by Aon Hewitt in
the Best Employers category for 2015 and 2017 and we were also recognized among one of the best 100 companies to work
for by Great Place to Work Institute India for the years 2013 and 2014.
Our Competitive Strengths
We believe that the following are our principal strengths:
Pan-India Presence with Extensive Supply and Distribution Network
We have a pan-India presence and operations spanning across five business verticals: animal feed, crop protection, oil palm,
dairy, and poultry and processed foods. Our animal feed and crop protection businesses were commenced by erstwhile Godrej
Soaps Limited and later acquired by our Company. We have since set up our processing facilities and supporting infrastructure
as well as R&D to develop a modern operating platform across key agriculture verticals in which we operate. As a result of our
widespread network and significant operational experience, we believe that we have been able to identify market trends and
introduce a range of innovative and value added products in the market to cater to the evolving needs of our customers. In
addition, since several of our facilities are located near major consumption centers, we are able to ensure product freshness by
reducing delivery time to customers as well as reduce our transportation costs. Our nationwide footprint also allows us to
leverage the competitive advantages of each location to enhance our competitiveness and reduce geographic and political risks
in our businesses.
We believe that our business model with a strong procurement base, diversified product portfolio and large-scale operations
enables us to achieve economies of scale in sourcing of raw materials and the distribution of our products. For our animal feed
business, our distribution network comprises approximately 4,000 distributors, as of June 30, 2017. Our distribution network
in India for crop protection products comprises approximately 6,000 distributors, as of June 30, 2017. As part of our sales
network for crop protection business, we have employed sales representatives and we have the ability to deploy them at short
notice in an area where we intend to sell our products based on advent of monsoon and consequent increase in demand for our
44
products. In our oil palm business, we had access to approximately 61,700 hectares under oil palm plantations across nine states,
or approximately one-fifth of Indias oil palm plantations, as of March 31, 2017. (Source: Oil Palm Report) For our dairy
business, our supply chain network includes procurement from six states through a network of 120 chilling centers as of June
30, 2017. As of June 30, 2017, our dairy distribution network included approximately 4,000 milk distributors, approximately
3,000 milk product distributors and 50 retail parlors, as well as direct sales to institutional customers.
Diversified Businesses with Synergies in Operations
We believe that our presence across five business verticals has enabled us to grow our revenues over the last five years. We
also believe that our diversified businesses along with our geographic diversification provides a hedge against the risks
associated with any particular industry segment or geography while benefiting from the synergies of operating in diverse but
related businesses. Our synergies across diverse businesses provide us with the ability to drive growth, optimize capital
efficiency and maintain our competitive advantage. We also derive operational efficiencies by centralizing and sharing certain
key functions across our businesses such as finance, legal, information technology, strategy, procurement and human resources.
We invest significant management resources to ensure that we leverage existing inter-linkages between our businesses and are
able to maximize the potential synergies amongst them. For example, the animal feed team frequently collaborates with dairy,
and poultry and processed foods businesses for sale of compound feed to the farmers. Additionally, some of the biomass
produced from the oil palm business is used as an animal feed ingredient, which provides additional source of revenue to our
oil palm business as well as strengthens the cost competitiveness of the animal feed business.
Strong R&D Capabilities
We believe that our emphasis on R&D has been critical to our success and a differentiating factor from our competitors. We
undertake dedicated R&D in our existing products primarily with a focus to improve yields and process efficiencies. We offer
a variety of cattle feed for the entire lifecycle of the cattle. For instance, we have developed Prepwell for pregnant cows, Calf
Starter and Calf Grower for calves and Milk More, Bypro and Bovino for lactating cows. Milk More, our innovative
cattle feed contains proteins, energy, minerals and vitamins in adequate quantity and proportion to meet the nutritional
requirements of dairy cattle. For our crop protection business, we have developed products in-house such as Vipul, Double
and Combine and Hitweed, which is an indigenously developed selective cotton herbicide targeting broad-leaf weeds, and
works with both, indigenous and genetically modified varieties of cotton. We have also developed layer concentrate for egg
laying hens in crumb form, which is an important input in automated feeding systems.
We focus our R&D efforts in areas where we believe there is significant growth potential. Our acquisition of Astec LifeSciences
provided us access to strong R&D capabilities in the agrochemical active ingredients category, which we have leveraged to
introduce new fungicide products such as Kemplar and Casper as part of our Companys offerings..
We are also investing in developing innovative technologies to further grow our product portfolio. In May 2014, we
consolidated our Animal feed R&D initiatives by setting up the Nadir Godrej Centre for Animal Research and Development in
Nashik, Maharashtra and we are focused on leveraging our R&D capabilities to develop cost effective solutions to improve
animal productivity. For our oil palm business, we have set up an R&D facility at Chintampalli, Andhra Pradesh, which is
focused on improving FFB yields. One of our current R&D initiatives is to analyze the soil and leaf samples of our farmers
land and provide customized suggestions to improve the productivity of the farm, thereby improving FFB yields and
synchronous flowering, fruiting and harvesting. We spent 3.22 million, 18.25 million, 16.88 million and 29.35 million
towards our research activities (which does not include salaries and benefits of our R&D employees and capital expenditure)
during the three months ended June 30, 2017 and the financial years 2017, 2016 and 2015, respectively.
Strong Parentage and Established Brands
We are a part of the Godrej group, which is among Indias oldest and most prominent corporate groups. We believe that the
Godrej brand is recognizable in India due to its long established presence in the Indian market, the diversified businesses in
which the Godrej group operates and the trust we believe it has developed over the course of its operating history.
We believe that the strength of the Godrej brand and its association with trust, quality and reliability helps us in many aspects
of our various businesses, particularly our businesses that involve direct sales to retail consumers. Our association with the
Godrej brand provides us with a competitive advantage in attracting talent, benefiting from its global network, exploring
potential business opportunities, corporate governance practices and acquiring direct access to senior decision makers.
We believe that having strong recognizable brands is a key attribute in our business, which increases consumer confidence and
influences purchase decisions. We believe that we have built strong brands across businesses over several years of our
operations and our appreciation and understanding of consumer preferences and spending patterns has allowed us to foster
loyalty from our customers. In our animal feed business, we believe that our brands are known for consistency in feed quality.
Our crop protection products are sold under Vipul, Double and Combine brands. We developed a selective cotton
herbicide, which we sell under the brand Hitweed. We sell milk and milk based products under the brand name Jersey and
processed poultry and vegetarian products through our brands Real Good Chicken and Yummiez. We believe that the strong
45
recall of our brands has allowed us to maintain a large and diverse customer base and facilitated our ability to develop and
market new products, as we believe that customers are more likely to rely on a trusted brand while experimenting with new
products.
Experienced Promoters and Management Team
We have a strong management team with significant industry experience. Our Promoters include Mr. Adi Godrej and Mr. Nadir
Godrej, each of whom have approximately 40 years of experience in successfully creating shareholder value across businesses
in a diverse range of industries. Further, Mr. Balram S. Yadav, our Managing Director, has been with the Godrej group since
1991 and has approximately 27 years of experience in the agri-related businesses. He played an instrumental role in setting up
our poultry and processed foods business. In addition, our Board of Directors includes independent directors who bring
significant business expertise. We believe that the combination of our experienced Board of Directors and our dynamic
management team positions us well to capitalize on future growth opportunities. We believe that we have created a distinct
entrepreneurial structure within our organization, with each of our business divisions being managed as an independent profit
center with separate management.
We believe that our experienced management has demonstrated the ability to successfully build and integrate our various
operating activities through their years of experience. In particular, they have led the process through which we have developed
a complementary mix of products, created value through inorganic growth, built brand recognition and loyalty, managed price
volatilities and identified new business opportunities. They have also helped us in developing an optimized procurement model,
an extensive marketing and sales network and long-term relationships with our key vendors.
Our Strategies
The primary elements of our business strategy are to continue to grow our existing businesses, leverage synergies between our
businesses and opportunistically evaluate inorganic opportunities. Our specific growth strategies for each of our business
verticals are as follows:
Our Animal Feed Business
The animal feed industry in India is largely unorganized and we compete with multiple players in each geography in which we
operate. Our strategy for our animal feed business is to focus on achieving cost leadership by improving the operational
efficiency of our animal feed business through R&D as well as cost rationalization initiatives. Our R&D efforts are also focused
on developing innovative livestock nutrition products that give us the product differentiation, which we believe will help us in
improving our profit margins and market share. For example, we are carrying out R&D on use of biotechnology and enzymes
to enhance the performance of our products while also developing low-cost unconventional raw materials for manufacturing
animal feed. In addition, we have undertaken several initiatives to improve the efficiency of our operations by introducing cost
saving measures such as use of biomass generated from the oil palm business for production of electricity and as an input
ingredient in the animal feed business.
Our Crop Protection Business
Our strategy for growing our crop protection business is primarily focused on expanding our product portfolio. We have
introduced new products in our crop protection business and we intend to continue our focus on introducing new products. Our
R&D initiatives have increasingly focused on off patented chemistry synthesis, which we believe will help us in expanding our
product portfolio.
We also intend to continue to leverage Astec LifeSciences portfolio of agro chemical technical (active ingredients) and
formulations, such as triazoles, and sell them under the Godrej brand through our strong distribution network. We have entered
into an in-licensing arrangement with a major multi-national company to commercialize certain molecules and products in
India. Further, as part of Astec LifeSciences synthesis business, we perform contract development and manufacturing services
for other agro chemical companies.
We also plan to focus on increasing the market share of our existing core products by developing products for additional crops
and increasing our geographic presence. For example, we intend to achieve deeper market penetration and extend our target
crop segment with our niche plant growth regulators (Vipul, Double, Combine, Bountee and Zymegold) and cotton
herbicide (Hitweed) which we believe bring innovation over existing substitutes.
Our Oil Palm Business
Our strategy for oil palm business is to grow our presence in certain regions, create additional revenue streams from oil palm
biomass and continue to focus on R&D to improve FFB yield. The GoI regulates the oil palm business in India and we
participate in the Oil Palm Development Programme (OPDP) for accessing the FFB produce from farmers in areas designated
to us. We will opportunistically evaluate tenders issued under the OPDP and apply for additional areas to increase the area
under oil palm cultivation that is accessible to us. We intend to diversify our oil palm business and create additional revenue
streams and lower operational costs, including through the use of oil palm biomass in our animal feed business, which we
46
believe will reduce our dependence on the prices of crude palm oil and crude palm kernel oil. We also intend to grow our
presence in certain districts of Andhra Pradesh and Tamil Nadu, both organically and inorganically, and increase the area under
oil palm, which is accessible to us.
We plan to continue to focus on R&D to improve FFB yields per hectare at our laboratory in Chintampalli, Andhra Pradesh.
We also plan to continue providing targeted interventions for farmers whose farms are experiencing slow growth or low yields.
Our Dairy Business
Our growth strategy for dairy business is to: (i) increase our market share by growing our brand in southern states of India; (ii)
increase the salience of our value-added product portfolio; (iii) automate a majority of our operations; and (iv) increase our
procurement base.
We have undertaken several marketing initiatives to increase our market shares in existing markets by leveraging upon the
strong marketing network as well as in-house expertise of the Godrej group. We focus on innovation to grow our value-added
product portfolio and on developing new products to distinguish ourselves from our competitors as well as to introduce new
products based on consumer preferences and demand. We intend to increase the share of our value-added product portfolio to
cater to evolving consumer trends and are currently evaluating introducing new products in the UHT milk and flavored yogurt
segments. We believe that we can increase our margins by focusing on increasing the sales of our value-added products in our
current sales mix.
We currently procure milk from 52 districts across six states and propose to increase our milk procurement by setting up new
collection centers to deepen our presence in existing areas as well as access new areas to procure milk. We also seek to
strengthen our existing relationships with milk farmers and vendors through methods including providing farmers with cattle
feed, assisting with veterinary health-care and vaccinations.
Our Poultry and Processed Foods Business
Our strategy for our poultry and processed foods business is to introduce new products and increase our product reach. We sell
poultry and processed foods products and have a diverse customer base comprising retail customers, QSRs, fine dining
restaurants, food service companies and hotels. We intend to continue to provide variants of existing, and new, value-added
poultry products.
We believe that value-added products will continue to be one of the fastest growing and most profitable segments of the
processed foods industry in India. We intend to produce value-added products that are tailored to market demand. We also
expect considerable growth in demand from QSRs and modern retail stores. We believe the QSR market has been growing
rapidly and provides a market for processed and value-added ready-to-eat and ready-to-cook products. Modern retail stores,
which include super markets and hyper markets, are expected to increase demand for hygienically processed food products.
While we currently have a diverse distribution network to cater to our retail and institutional customers, we constantly seek to
grow our product reach to under-penetrated geographies. We intend to appoint additional distributors to increase the availability
of our products in certain regions in India.
Continue to Grow our Overall Market Share by Leveraging our Presence in Existing Business Verticals
We will continue to focus on improving our market share across all our business verticals. Since several sectors in which we
operate are largely unorganized, we believe that cost leadership will be a key enabler for us to increase the market share of our
products. We believe that our ability to increase our sales will be strengthened by our continued focus on offering a wide range
of innovative products across all our business verticals.
We believe that our presence in key-agricultural verticals provides us with significant business inter-linkages and we intend to
improve our overall operating efficiencies by leveraging strengths from our different businesses as well as benefit from the
economies of scale. We believe that we can leverage our experience of operating in diverse agri-verticals to compete more
effectively and improve our market share in each of our business verticals.
We also intend to improve our cost efficiency and productivity by implementing effective and efficient operational techniques.
Our operations team, comprising experienced veterinarians, agronomists, plant engineers and senior management, adopts best
practices in line with industry standards across our production facilities. We will continue to leverage our in-house technological
and R&D capabilities to effectively manage our operations, maintain strict operational controls and enhance customer service
levels.
Inorganically Grow our Business Offerings
We will evaluate inorganic growth opportunities, in keeping with our strategy to grow and develop our market share or to add
new product categories. We may consider opportunities for inorganic growth, such as through mergers and acquisitions, if,
among other things, they
47
consolidate our market position in existing business verticals;
achieve operating leverage in key markets by unlocking potential efficiency and synergy benefits;
strengthen and expand our product portfolio;
enhance our depth of experience, knowledge-base and know-how; and
increase our sales and distribution network.
We have demonstrated the capability to operate joint ventures in and outside India with partners in our animal feed business in
Bangladesh and poultry and processed foods business in India.
48
SUMMARY OF FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from:
a. The consolidated Restated Financial Statements for the quarter ended June 30, 2017 and for the years ended March
31, 2017, 2016, 2015, 2014 and 2013; and
b. The standalone Restated Financial Statements for the quarter ended June 30, 2017 and for the years ended March 31,
2017, 2016, 2015, 2014 and 2013.
The Restated Financial Statements referred to above are presented under Financial Statements beginning on page 213. The
summary financial information presented below should be read in conjunction with the Restated Financial Statements, the notes
thereto and Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of
Operations beginning on pages 213 and 459, respectively.
[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
49
Annexure I: Restated Consolidated Statement of Assets and Liabilities
( in million)
Particulars As at June As at As at As at As at As at
30, 2017 March 31, March 31, March 31, March 31, March 31,
2017 2016 2015 2014 2013
Proforma Proforma
ASSETS
Non-current assets
Property, Plant and Equipment 12,351.88 12,220.52 10,987.26 5,224.59 4,395.86 2,872.76
Capital work in progress 465.84 502.08 620.23 1,380.49 1,491.57 1,245.83
Goodwill 1,948.67 1,948.67 1,948.67 - - 10.14
Other Intangible assets 550.11 558.78 588.39 217.99 259.47 317.57
Intangible assets under development 3.51 2.34 18.05 - 0.73 -
Biological assets other than bearer plants 45.32 46.70 88.68 123.36 184.29 178.79
Equity accounted investees 1,851.00 1,754.50 1,547.05 1,492.14 1,287.60 1,102.16
Financial Assets
(i) Investments 0.09 0.09 0.13 0.08 0.08 2.58
(ii) Trade receivables - - - - - -
(iii) Loans 147.27 149.78 130.51 100.84 88.99 219.14
(iv) Others 46.05 50.63 58.02 17.71 17.46 16.59
Deferred tax assets (net) 31.65 67.81 117.09 110.33 24.78 23.32
Other tax assets 41.92 138.54 86.43 118.18 104.18 111.94
Other non-current assets 642.99 484.11 362.90 174.27 118.89 242.77
Total non current assets 18,126.30 17,924.55 16,553.41 8,959.98 7,973.90 6,343.59
Current Assets
Inventories 8,076.83 7,380.68 6,665.39 3,887.79 3,192.82 2,781.93
Financial Assets
(i) Investments 100.08 - 592.56 366.11 - -
(ii) Trade receivables 7,207.54 5,219.83 4,545.40 2,692.61 2,258.53 1,817.74
(iii) Cash and cash equivalents 374.83 538.19 314.30 130.39 1,138.59 212.51
(iv) Bank balance other than (iii) above 21.97 84.78 105.34 44.53 6.42 6.41
(v) Loans 133.83 255.34 1,389.26 958.92 851.50 778.19
(vi) Others 118.76 114.69 547.43 135.40 131.87 47.68
Current Tax assets (Net) 4.04 4.13 - - - -
Other current assets 1,105.31 626.45 519.00 353.12 207.48 155.45
Total current assets 17,143.19 14,224.09 14,678.68 8,568.87 7,787.21 5,799.91
TOTAL ASSETS 35,269.49 32,148.64 31,232.09 17,528.85 15,761.11 12,143.50
50
( in million)
2017 2016 2015 2014 2013
Proforma Proforma
EQUITY AND LIABILITIES
Equity
Equity share capital 1,851.31 1,851.31 925.65 925.65 132.24 132.24
Other equity 8,875.81 8,245.48 6,906.36 5,478.48 5,054.50 4,004.87
Equity attributable to equity holders of 10,727.12 10,096.79 7,832.01 6,404.13 5,186.74 4,137.11
the parent
Non-controlling interests 2,557.42 2,544.67 2,323.07 - - -
Total equity 13,284.54 12,641.46 10,155.08 6,404.13 5,186.74 4,137.11
Liabilities
Non current liabilities
Financial liabilities
(i) Borrowings 194.73 206.40 207.80 720.95 1,649.77 1,050.33
(ii) Others 173.97 353.26 391.94 44.60 11.15 -
Long term provisions 94.01 50.15 28.77 15.87 17.16 20.66
Deferred tax liabilities(net) 1,641.49 1,670.18 1,458.14 565.48 434.50 258.88
Other non-current liabilities 151.26 152.37 144.44 72.04 70.86 7.82
Total non current liabilities 2,255.46 2,432.36 2,231.09 1,418.94 2,183.44 1,337.69
Current liabilities
(i) Borrowings 6,960.18 6,397.34 12,606.65 6,124.09 4,552.91 3,705.05
(ii) Trade Payables 9,953.28 8,404.77 3,349.11 2,140.90 2,296.39 1,827.41
(iii) Others 2,040.23 1,687.03 2,216.79 1,045.50 1,112.93 836.00
Other current liabilities 312.08 370.37 500.50 275.35 326.32 229.06
Short term provisions 411.82 215.31 172.87 119.94 102.38 71.18
Liabilities for current tax (net) 51.90 - - - - -
Total current liabilities 19,729.49 17,074.82 18,845.92 9,705.78 8,390.93 6,668.70
Total liabilities 21,984.95 19,507.18 21,077.01 11,124.72 10,574.37 8,006.39
TOTAL EQUITY AND LIABILITIES 35,269.49 32,148.64 31,232.09 17,528.85 15,761.11 12,143.50
51
Annexure II: Restated Consolidated Statement of Profit and Loss
( in million)
Particulars For the For the For the For the For the For the
quarter year ended year ended year ended year ended year ended
ended June March 31, March 31, March 31, March 31, March 31,
30, 2017 2017 2016 2015 2014 2013
Proforma Proforma Proforma
I. Revenue from Operations 13,632.69 49,264.02 37,549.55 33,118.24 31,024.73 27,608.75
II. Other income 61.52 570.45 627.19 136.77 149.42 109.51
III. Total Revenue (I + II) 13,694.21 49,834.47 38,176.74 33,255.01 31,174.15 27,718.26
IV. Expenses
Cost of materials consumed 9,896.51 36,171.24 28,569.83 25,061.34 23,369.87 21,550.29
Purchases of Stock-in-Trade 459.38 1,836.28 1,735.13 1,464.01 1,908.76 1,172.67
Changes in inventories of finished goods (118.21) (46.05) (855.40) (369.61) (238.13) (290.52)
work-in-progress and Stock-in-Trade
Excise duty 205.73 153.15 47.98 - - 3.64
Employee Benefits Expenses 688.94 2,315.76 1,556.82 1,334.01 1,297.56 1,042.49
Finance costs 117.97 863.42 976.70 654.64 402.89 485.12
Depreciation and Amortisation Expenses 216.44 746.65 523.75 369.76 275.74 193.20
Other Expenses 1,256.40 4,441.50 3,528.63 2,568.01 2,271.47 2,184.46
Total Expenses 12,723.16 46,481.95 36,083.44 31,082.16 29,288.16 26,341.35
V. Profit before share of net profits of 971.05 3,352.52 2,093.30 2,172.85 1,885.99 1,376.91
investments accounted for using
equity method and tax (III IV)
VI. Share of equity-accounted investees, 107.42 187.46 326.58 169.66 186.02 (7.36)
net of tax
VII. Profit Before exceptional items and 1,078.47 3,539.98 2,419.88 2,342.51 2,072.01 1,369.55
tax (V + VI)
VIII. Exceptional Items - 200.00 945.93 364.48 - -
IX. Profit before tax (VII + VIII) 1,078.47 3,739.98 3,365.81 2,706.99 2,072.01 1,369.55
X. Tax expense:
Current Tax 307.92 743.75 484.95 550.62 430.98 273.98
Deferred Tax 27.69 252.29 269.99 55.09 75.43 128.10
XI. Profit for the period (IX X) 742.86 2,743.94 2,610.87 2,101.28 1,565.60 967.47
52
Annexure II: Restated Consolidated Statement of Profit and Loss
( in million)
30, 2017 2017 2016 2015 2014 2013
XII. Other comprehensive income
Items that will not be reclassifed to

profit or loss
Remeasurements of defined benefit (42.00) (39.36) (20.17) (22.82) (1.43) (17.28)
liability
Equity accounted investees share of other 8.69 (2.37) 1.53 1.72 (0.65) 0.86
comprehensive income
Income tax related to items that will not be 15.05 14.44 8.92 7.17 0.70 5.58
reclassifed to profit or loss
Items that will be reclassified to profit

or loss
Foreign operations foreign currency (20.09) 0.57 (11.98) (10.50) (26.42) (19.33)
translation differences
Effective portion of gains/ (losses) on (46.01) 31.52 - - - -
hedging instruments in cash flow hedges
Income tax related to items that will be 15.92 (10.91) - - - -
Other comprehensive income (net of (68.44) (6.11) (21.70) (24.43) (27.80) (30.17)
tax)
XIII. Total comprehensive income 674.42 2,737.83 2,589.17 2,076.85 1,537.80 937.30
for the year
Profit attributable to:

Equity holders of the Company 724.61 2,492.93 2,639.88 2,101.28 1,565.60 967.47
Non-controlling interest 18.25 251.01 (29.01)) - - -
. Total other comprehensive income

attributable to:
Total other comprehensive income (63.86) (2.58) (22.70) (24.43) (27.80) (30.17)
attributable to Equity holders of the
Company
Non-controlling interest (4.58) (3.53) 1.00 - - -
Total Comprehensive income attributable
to:
Non-controlling interest 13.67 247.48 (28.01) - - -
XIV. Earnings per equity share

Earnings per share (before exceptional
income)
Basic 3.88 11.45 9.78 8.99 7.13 1.21
Diluted 3.88 10.95 9.35 8.59 6.81 1.20
Earnings per share (after exceptional
income)
Basic 3.88 12.58 14.11 11.05 7.13 1.21
Diluted 3.88 12.03 13.48 10.56 6.81 1.20
53
Annexure IV: Restated Consolidated Cash flow Statement
( in million)
Particulars For the For the year For the For the For the For the
quarter ended year ended year ended year ended year ended
30, 2017 2017 2016 2015 2014 2013
A. Cash Flow from Operating
Activities :
Net Profit Before Taxes 1,078.47 3,739.98 3,365.81 2,706.99 2,072.01 1,369.55
Adjustment for:
Depreciation 216.44 746.65 523.75 369.76 275.74 193.20
(Profit)/loss on sale of fixed assets 3.15 23.81 (49.27) (5.27) (19.57) 1.47
(Profit)/loss on sale of investments (0.56) (279.90) (257.19) - - (0.08)
Unrealised foreign exchange and (11.40) (11.04) 5.79 11.32 (5.87) (7.71)
MTM gain/(loss)
Dividend income - (0.00) (0.17) - - -
Grant amortisation (3.42) (11.62) (12.14) (4.73) (0.95) (0.45)
Interest income (5.46) (148.01) (91.61) (34.26) (28.39) (25.71)
Employee share based compensation 1.78 8.77 9.24 - - -
cost
Share of equity-accounted investees, (107.42) (187.46) (326.58) (169.66) (186.02) 7.36
net of tax
Guarantee commission - (0.95) (1.07) (1.05) (0.85)
Finance Cost 117.97 863.42 976.70 654.64 402.89 485.12
Provision for Doubtful Debts and 19.66 53.77 24.42 (9.47) (7.79) (3.61)
Advances
Exceptional /Other Income - (198.37) (945.93) (364.48) (2.72) -
Fair value of investment (0.08) - (85.54) 24.89 (7.40) 6.09
Inventory lost due to Fire 19.79 - - - - -
Bad Debts Written off 9.43 80.07 48.97 42.71 60.53 59.98
259.88 940.09 (180.51) 514.38 479.40 714.81
Operating Cash Flow Before 1,338.35 4,680.07 3,185.30 3,221.37 2,551.41 2,084.36
Working Capital Changes
Adjustments for:
Inventories (715.93) (752.50) (1,292.13) (642.67) (522.58) (878.02)
Biological assets other than bearer 1.38 41.98 34.68 8.64 17.41 (36.59)
plants
Trade Receivables (1,992.24) (820.35) (1,217.14) (465.34) (499.48) (630.90)
Long Term Loans and Advances and (12.44) 2,299.38 45.66 9.10 143.66 260.12
Other Non-current Assets
Short Term Loans and Advances and (244.13) (102.43) 825.39 (52.19) 56.96 134.71
Other Current Assets
Trade Payables & Other Current 1,538.16 5,099.34 523.87 (132.15) 481.60 292.43
Liabilities
Long Term Provisions and Other 47.25 (32.62) 10.64 (2.23) 9.13 (16.38)
Long Term Liabilities
Short Term Provisions and Other 353.32 (640.26) 22.81 (299.46) 281.94 (433.59)
Short Term Liabilities
(1,024.63) 5,092.54 (1,046.22) (1,576.30) (31.36) (1,308.23)
Cash Generated from Operations 313.72 9,772.61 2,139.08 1,645.07 2,520.05 776.14
Direct Taxes paid (net of refunds (146.01) (799.58) (455.89) (556.79) (421.18) (330.99)
received)
Net Cash Flow from Operating 167.71 8,973.03 1,683.19 1,088.28 2,098.87 445.15
Activities
B. Cash Flow from Investing

Activities :
Capital subsidy received - 30.00 5.00 20.58 -
Acquisition of fixed assets (555.63) (2,048.98) (1,331.81) (1,118.48) (1,878.81) (1,594.28)
54
30, 2017 2017 2016 2015 2014 2013
Proceeds from sale of fixed assets 8.05 99.84 78.95 19.81 40.75 7.89
Repayment/ Proceeds from 300.00 (715.30) (110.03) (64.00) (120.00)
Intercorporate Deposits
Purchase of Investments (120.73) (258.99) (47.49) (130.75) (67.74) (7.52)
Acquisition of subsidiaries, net of - (3,013.73) - - -
cash acquired (Refer note 60)
Proceeds from sale of investments 0.56 868.57 628.50 - - 0.46
Deposits Redeemed 24.13 - - - -
Other Income - 4.98 - - -
Interest Received 3.91 147.24 87.77 27.83 46.64 43.03
Dividend Received 0.00 0.17 - - -
Adjustments on Merger/Demerger of - - - (5.42) -
Business
Net Cash Flow from Investing (663.84) (868.19) (4,277.96) (1,306.62) (1,908.00) (1,670.42)
Activities
C. Cash Flow from Financing

Activities :
Proceeds from Issue of Equity 0.12 7.83 39.00 - - 1,093.29
Shares
Merger Expenses charged directly to - - (1.94) - - -
Reserves
Share Issue Expenses charged - - - - (5.43) (62.61)
directly to Reserves
Redemption of Preference Share - - (35.00) - - -
Capital
Repayment of Short Term (4,781.47) (11,406.59) (6,192.16) (4,478.93) (3,605.64) (4,190.08)
Borrowings
Proceeds from Short Term 5,245.45 4,806.10 10,955.97 6,087.58 4,457.33 3,705.64
Borrowings
Repayment of Long Term (10.84) (60.18) (823.31) (1,602.70) (501.53) -
Borrowings
Proceeds from Long Term - (366.41) 807.00 680.00 1,100.00 1,202.30
Borrowings
Finance Cost (120.49) (861.42) (971.62) (650.28) (421.40) (502.63)
Transactions with non-controlling - - (452.78) - - -
interests
Dividend Paid - - (451.88) (705.61) (251.25) -
Dividend Tax Paid - - (89.42) (119.92) (42.70) -
Net Cash Flow from Financing 332.77 (7,880.67) 2,783.86 (789.86) 729.38 1,245.91
Activities
Net increase in Cash and Cash (163.36) 224.17 189.09 (1,008.20) 920.25 20.64
equivalents
Cash and Cash equivalents 538.19 314.30 130.39 1,138.59 212.51 191.87
(Opening balance)
Less: Opening Cash & Cash - (0.28) - - - -
equivalents removed
Cash and Cash equivalents
(Opening balance taken over)
Goldmuhor Agrochem & Feeds - - - - 4.51 -
Limited
Golden Feed Products Limited - - - - 1.32 -
Cash & Cash Equivalent removed - - (5.18) - - -
of subsidiary disposed off
55
30, 2017 2017 2016 2015 2014 2013
Cash and Cash equivalents 374.83 538.19 314.30 130.39 1,138.59 212.51
(Closing balance)
1. The above restated cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard 7 Statement
of Cash Flows notified u/s 133 of Companies Act, 2013 (Act) read with Rule 4 of the Companies (Indian Accounting Standards) Rules
2015 and the relevant provisions of the Act.
2. During the year ended March 31, 2016 the Group has acquired Creamline Dairy Products Limited and Astec Lifesciences Limited (Refer
Note No.61).
3. Figures in bracket indicate cash outflow.
56
Annexure I: Restated Standalone Statement of Assets and Liabilities
( in million)
2017 2016 2015 2014 2013
Proforma Proforma
ASSETS
Non-current assets
Property, Plant and Equipment 6,977.53 6,880.78 6,653.51 5,093.78 4,270.76 2,823.22
Capital work-in-progress 175.98 300.91 369.52 1,380.49 1,491.57 1,245.83
Intangible assets 102.77 115.98 164.58 217.99 259.47 317.57
Biological assets other than bearer plants 45.32 46.70 88.68 123.36 184.29 178.79
Financial Assets
(i) Investments
Investments in Subsidiary, Associate 5,080.57 5,059.84 4,801.39 1,091.64 994.18 1,318.85
and Joint Venture
Other investments 0.04 0.04 0.04 35.08 0.08 5.05
(ii) Trade receivables - - - - - -
(ii) Loans 105.96 109.00 99.79 100.84 88.98 218.35
(iii) Others 15.99 18.93 17.35 17.72 17.52 16.45
Other tax assets - 103.75 93.63 118.44 104.18 111.53
Other non-current assets 322.63 180.87 139.60 173.53 175.77 213.10
Current Assets
Inventories 6,649.96 5,730.44 5,228.40 3,869.97 3,187.11 2,634.84
Financial Assets
(i) Investments - - 16.28 366.11 - -
(ii) Trade receivables 6,065.06 4,074.58 3,661.83 2,667.93 2,244.18 1,779.68
(iii) Cash and cash equivalents 168.76 373.72 194.65 118.32 1,131.27 209.72
(iv) Bank balance other than (iii) above 7.91 70.90 67.33 44.53 6.42 6.41
(v) Loans 219.87 343.52 1,371.44 1,028.04 950.45 766.76
(vi) Others 115.28 107.30 551.45 139.37 109.94 47.66
Other current assets 823.28 422.05 315.52 353.12 229.41 348.91
TOTAL ASSETS 26,933.01 23,992.58 23,918.79 17,047.23 15,470.28 12,264.15
57
( in million)
2017 2016 2015 2014 2013
Proforma Proforma
Equity
(a) Equity share capital 1,851.31 1,851.31 925.65 925.65 132.24 132.24
(b) Other equity 7,732.80 7,178.76 6,055.42 4,993.79 4,733.27 4,057.14
Total equity 9,584.11 9,030.07 6,981.07 5,919.44 4,865.51 4,189.38
Liabilities
(i) Borrowings 62.57 67.07 68.91 720.95 1,649.77 1,050.33
(ii) Other Financial Liabilities 0.01 0.01 65.37 44.60 11.15 -
Provisions 71.94 30.96 18.35 15.87 17.16 16.61
Deferred tax liabilities(net) 735.13 731.50 611.22 590.71 467.80 393.53
Other non-current liabilities 132.51 132.53 123.97 72.04 70.86 7.82
Total non current liabilities 1,002.16 962.07 887.82 1,444.17 2,216.74 1,468.29
Current liabilities
(i) Borrowings 5,315.08 4,753.14 11,408.09 6,124.08 4,552.91 3,705.05
(ii) Trade payables 8,850.05 7,461.01 2,339.91 2,121.40 2,293.93 1,818.23
(iii) Other financial liabilities 1,461.36 1,258.97 1,795.56 1,045.46 1,112.95 784.57
Other current liabilities 263.16 320.39 382.61 272.72 325.84 228.41
Provisions 405.19 206.93 123.73 119.96 102.40 70.22
Current Tax Liabilities (Net) 51.90
Total Equity and Liabilities 26,933.01 23,992.58 23,918.79 17,047.23 15,470.28 12,264.15
58
Annexure II: Restated Standalone Statement of Profit and Loss
( in million)
30, 2017 2017 2016 2015 2014 2013
Proforma Proforma
I. Revenue from Operations 9,871.56 36,160.54 33,659.89 33,067.15 30,992.41 27,609.00

II. Other income 32.45 532.55 540.58 149.88 148.87 112.13
III. Total Income (I+II) 9,904.01 36,693.09 34,200.47 33,217.03 31,141.28 27,721.13
Expenses
Cost of materials consumed 6,952.71 26,389.15 25,041.64 25,056.88 23,283.80 21,551.88
Purchases of Stock-in-Trade 459.38 1,836.05 1,745.22 1,420.97 2,069.39 1,189.66
Changes in inventories of finished goods, (112.89) 74.19 (248.24) (357.51) (315.47) (255.10)
Stock-in-trade and work-in-progress
Excise Duty 170.51 - - - - -
Employee Benefits expenses 490.61 1,647.00 1,351.17 1,328.01 1,287.95 1,037.04
Finance costs 79.24 680.36 910.81 654.15 397.62 482.46
Depreciation and amortisation expenses 132.85 488.37 441.62 369.75 273.66 192.18
Other expenses 821.58 2,988.93 2,851.52 2,563.82 2,257.67 2,133.28
IV. Total Expenses 8,993.99 34,104.05 32,093.74 31,036.07 29,254.62 26,331.40
V. Profit Before Exceptional items and 910.02 2,589.04 2,106.73 2,180.96 1,886.66 1,389.73
tax
VI. Exceptional Items - 200.00 - 346.47 - -
VII. Profit Before Tax (V-VI) 910.02 2,789.04 2,106.73 2,527.43 1,886.66 1,389.73
VIII. Tax expense: 301.77 720.93 505.50 599.25 508.73 416.32
1. Current Tax 285.01 568.44 450.17 549.47 430.36 273.83
2. Deferred Tax 16.76 152.49 55.33 49.78 78.37 142.49
IX. Profit for the period/year after tax 608.25 2,068.11 1,601.23 1,928.18 1,377.93 973.41
(VII-VIII)
X. Other comprehensive income
Items that will not be reclassifed to

profit or loss
Remeasurements of defined benefit (40.16) (27.80) (23.54) (22.82) (1.43) (17.28)
liability
Income tax related to items that will not 13.90 9.62 8.15 7.76 0.49 5.87
be reclassifed to profit or loss
(26.26) (18.18) (15.39) (15.06) (0.94) (11.41)
or loss
Effective portion of gains/losses on (32.11) 32.11 - - - -
hedging instruments in cash flow hedges
Income tax related to items that will be 11.11 (11.11) - - - -
(21.00) 21.00 - - - -
Other comprehensive income (net of (47.26) 2.82 (15.39) (15.06) (0.94) (11.41)
tax)
XI. Total comprehensive income for 560.99 2,070.93 1,585.84 1,913.12 1,376.99 962.00
the period /year
XII. Earnings per share

Earnings per share (before exceptional
income)
Basic 3.25 9.05 8.24 8.11 4.96 1.24
Diluted 3.25 8.66 7.87 7.75 4.74 1.23
Earnings per share (after exceptional
income)
59
30, 2017 2017 2016 2015 2014 2013
Proforma Proforma
Basic 3.25 10.18 8.24 10.07 4.96 1.24
Diluted 3.25 9.74 7.87 9.62 4.74 1.23
60
Annexure III: Restated Standalone Statement of Cash flows
( in million)
30, 2017 2017 2016 2015 2014 2013
A. Cash Flow from Operating
Activities :
Net Profit Before Taxes 910.02 2,789.04 2,106.73 2,527.43 1,886.66 1,389.73
Adjustment for:
Depreciation 132.85 488.37 441.62 369.75 273.66 192.18
(Profit) / Loss on sale of fixed 2.85 (13.32) (48.88) (5.27) (19.57) 1.46
assets
Profit on sale of Investments (net) - (293.76) (257.19) - - (0.08)
Unrealised foreign exchange - 4.50 (0.47) 30.83 (32.08) (2.74)
gain/loss
Dividend income - (0.00) (19.02) (6.25) (8.93) (7.50)
Interest income (5.66) (103.09) (78.83) (41.09) (28.21) (26.14)
Guarantee commission - - (0.95) (1.07) (1.05) (0.85)
MTM Derivative (gain)/ loss - - - (20.45) 26.22 (4.97)
Finance Cost 79.24 680.36 910.81 654.15 397.62 482.46
Provision for Doubtful Debts and 16.33 40.89 20.72 (9.47) (7.79) (3.61)
Advances
Liabilities no longer required - - - - 0.00 -
written back
Exceptional Items - (200.00) - (346.47) - -
Reversal of Temporary Diminution - - - 19.90 - -
in Value of Current Investment
251.78 658.85 1,002.02 682.11 659.45 689.74
Operating Cash Flow Before 1,161.80 3,447.89 3,108.75 3,209.54 2,546.11 2,079.47
Working Capital Changes
Adjustments for:
Inventories (939.31) (502.03) (1,358.43) (630.57) (520.19) (858.71)
Biological assets other than bearer 1.38 41.98 34.68 8.64 17.41 (36.59)
plants
Long Term Loans and Advances 24.09 (31.64) 14.69 7.69 86.16 260.63
and Other Non-current Assets
Short Term Loans and Advances (254.90) 1,561.97 (254.91) (245.07) (62.76) 146.78
and Other Current Assets
Trade Payables 1,389.15 5,124.35 225.59 (547.83) 470.68 312.58
Long Term Provisions and Other 44.01 (27.75) 23.27 32.16 9.13 (7.99)
Long Term Liabilities
Short Term Provisions and Other 303.28 (518.09) 113.52 (132.12) 266.05 (268.61)
Short Term Liabilities
(1,448.68) 5,130.53 (2,260.36) (1,961.68) (222.25) (1,074.30)
Cash Generated from (286.88) 8,578.42 848.39 1,247.86 2,323.86 1,005.17
Operations
Direct Taxes paid (net of refunds (115.46) (566.18) (414.76) (555.88) (421.18) (330.65)
received)
Net Cash Flow from Operating (402.34) 8,012.24 433.63 691.98 1,902.68 674.52
Activities
B. Cash Flow from Investing

Activities :
Capital subsidy received - - 30.00 5.00 20.58 -
Acquisition of fixed assets (271.27) (743.30) (992.52) (1,113.88) (1,753.72) (1,593.30)
61
30, 2017 2017 2016 2015 2014 2013
Repayment/ Proceeds from - - (357.80) (110.03) (64.00) (120.00)
Intercorporate Deposits
Purchase of Investments (20.73) (258.99) (3,690.09) (172.00) (77.21) (49.01)
Proceeds from sale of investments - 310.57 623.35 - - 0.46
Dividend Received - 0.00 19.03 6.26 8.93 7.50
Net Cash Flow from Investing (280.83) (496.36) (4,212.71) (1,324.00) (1,788.19) (1,712.19)
Activities
C. Cash Flow from Financing

Activities :
Proceeds from Issue of Equity - 5.87 - - - 1,127.29
Shares
Merger Expenses charged directly - - (1.94) - (5.43) -
to Reserves
Share Issue Expenses charged - - - - - (62.61)
directly to Reserves
Repayment of Short Term (4,749.75) (11,406.59) (6,192.16) (39.13) (350.00) (1,402.15)
Borrowings
Proceeds from Short Term 5,315.08 4,749.75 11,368.64 2,065.82 1,258.03 892.10
Borrowings
Repayment of Long Term (4.49) (37.74) (683.11) (1,602.70) (501.53) -
Borrowings
Proceeds from Long Term - 67.07 750.00 680.00 1,100.00 1,000.00
Borrowings
Finance Cost (82.63) (715.17) (892.48) (659.39) (405.89) (490.61)
Dividend Paid - - (410.06) (705.61) (251.25) -
Net Cash Flow from Financing 478.21 (7,336.81) 3,855.41 (380.93) 801.23 1,064.02
Activities
Net increase in Cash and Cash (204.96) 179.07 76.33 (1,012.95) 915.72 26.35
equivalents
Cash and Cash equivalents 373.72 194.65 118.32 1,131.27 209.72 183.37
(Opening balance)
Cash and Cash equivalents

(Opening balance taken over)
Goldmuhor Agrochem & Feeds - - - - 4.51 -
Limited
Cash and Cash equivalents 168.76 373.72 194.65 118.32 1,131.27 209.72
(Closing balance)
1. The above restated cash flow statement has been prepared under the indirect method as set out in Indian Accounting
standard 7 Statement of Cash Flows notified u/s 133 of Companies Act, 2013 (Act) read with Rule 4 of the Companies
(Indian Accounting Standards ) Rules 2015 and the relevant provisions of the Act.
The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure
V, Notes to the Restated Financial information appearing in Annexure VI and Statement of adjustments to Audited Financial
Statement appearing in Annexure VII.
62
THE ISSUE
The following table summarises the Issue details:
Issue of Equity Shares Up to [] Equity Shares, aggregating up to [] million

of which
Fresh Issue(1) * Up to [] Equity Shares, aggregating up to 2,915.12 million
Offer for Sale(2) Up to [] Equity Shares, aggregating up to [] million
of which
Employee Reservation Portion Up to [] Equity Shares, aggregating up to 200 million
A) QIB Portion(3)(4) Not more than [] Equity Shares

of which:
Anchor Investor Portion Not more than [] Equity Shares
Net QIB Portion i.e. balance available for allocation to QIBs [] Equity Shares
other than Anchor Investors (assuming the Anchor Investor
Portion is fully subscribed)
of which:
Available for allocation to Mutual Funds only (5% of the Net [] Equity Shares
QIB Portion)
Balance for all QIBs including Mutual Funds [] Equity Shares
B) Non-Institutional Portion Not less than [] Equity Shares

C) Retail Portion Not less than [] Equity Shares
Pre and post-Issue Equity Shares

Equity Shares outstanding prior to the Issue 185,323,777
Equity Shares proposed to be issued under ESPS(5) Up to 405,500 Equity Shares aggregating up to [] million
Equity Shares outstanding after the Issue(6) [] Equity Shares
Use of Net Proceeds See Objects of the Issue beginning on page 92 for
information about the use of the proceeds from the Fresh
Issue.
Our Company will not receive any proceeds from the Offer
for Sale.
* Pursuant to the resolutions passed by the Board on July 18, 2017, September 8, 2017 and September 11, 2017, by the IPO Committee
on September 14, 2017, and by the Shareholders on July 18, 2017 and September 8, 2017, our Company has, in consultation with the
BRLMs, issued and allotted 192,901 Equity Shares for cash consideration aggregating to 84.88 million through a private placement
to the identified employees of certain of our Group Companies and Joint Ventures. The size of the Fresh Issue as disclosed in the Draft
Red Herring Prospectus dated July 18, 2017, being 3,000 million, has been reduced to 2,915.12 million accordingly.
Allocation to all categories, except the Anchor Investor Portion and the Retail Portion, if any, shall be made on a proportionate
basis. For further details, see Issue Procedure - Basis of Allotment beginning on page 564.
(1) The Fresh Issue has been authorized by a resolution of our Board dated May 12, 2017 and a resolution of our
Shareholders in their EGM dated May 12, 2017.
(2) The Offer for Sale has been authorised by the Selling Shareholders as follows:
Sr. No. Selling Shareholder Offer for Sale Date of

consent/authorisation
1. Godrej Industries Limited Up to [] Equity Shares June 28, 2017 and July 12,
aggregating up to 3,000 2017
million
2. V-Sciences Investments Pte Ltd Up to 12,300,000 Equity July 18, 2017
Shares aggregating up to []
million
Total []
63
(3) The Promoter Selling Shareholder specifically confirm that the portion of the Equity Shares offered by it are eligible
for being offered in the Offer for Sale in terms of Regulation 26(6) of the SEBI ICDR Regulations. The Investor Selling
Shareholder specifically confirms that the V-Sciences Offered Shares are eligible for being offered in the Offer for Sale, in
terms of Regulation 26(6) of the SEBI ICDR Regulations.
(4) Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event
of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB
Portion. In case of non-Allotment in the Anchor Investor Portion, 5% of the Net QIB Portion shall be available for
allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available
for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds,
subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds
is less than [] Equity Shares, the balance Equity Shares available for allotment in the Mutual Fund Portion will be
added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in
proportion to their Bids. For further details, see Issue Procedure beginning on page 535.
(5) Up to [] Equity Shares aggregating to 200 million shall be made available for allocation on a proportionate basis
to the Eligible Employees bidding in the Employee Reservation portion, subject to valid Bids being received at or
above the Issue Price. In the event of under-subscription in the Employee Reservation Portion (if any), the
unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who
have Bid in excess of 200,000, subject to the maximum value of Allotment made to such Eligible Employee not
exceeding 500,000. The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation over
500,000), shall be added to the Net Issue.
(6) The issue of Equity Shares under ESPS has been authorized pursuant to a resolution of our Board dated July 18, 2017
and September 11, 2017 and a resolution of our Shareholders in their EGM dated July 18, 2017.
(7) Equity Shares outstanding after the Issue includes the Equity Shares issued under the ESPS and the Fresh Issue.
64
GENERAL INFORMATION
Our Company was incorporated as Godrej Agrovet Private Limited on November 25, 1991, in the state of Gujarat as a private
limited company under the Companies Act, 1956. Our Company became a deemed public limited company under Section
43A(1) of the Companies Act, 1956, and the word private was struck off from the name of our Company with effect from
April 27, 1992. Pursuant to our Company passing a resolution under Section 21 of the Companies Act, 1956 on March 4, 1994,
our Company was registered as a public limited company with effect from August 26, 1994. Subsequently, the Registrar of
Companies, Gujarat issued a fresh certificate of incorporation dated February 19, 2002 consequent upon conversion, recording
the change of our Companys name to Godrej Agrovet Limited. For details of changes in the name and Registered Office, see
History and Certain Corporate Matters beginning on page 148. For details of the business of our Company, see Our
Business beginning on page 128.
Registered and Corporate Office
Godrej Agrovet Limited

Godrej One
3rd Floor, Pirojshanagar
Eastern Express Highway
Vikhroli (East), Mumbai 400 079
Tel: (91 22) 2519 4416
Fax: (91 22) 2519 5124
Email: gavlinvestors@godrejagrovet.com
Website: www.godrejagrovet.com
Corporate Identity Number: U15410MH1991PLC135359
Registration Number: 135359
Address of the RoC
Our Company is registered with the Registrar of Companies located at 100, Everest, Marine Drive, Mumbai - 400 002.
Board of Directors
The following table sets forth the details relating to our Board as on the date of this Red Herring Prospectus:
Name Designation DIN Address

Nadir B. Godrej Chairman and Non 00066195 40-D, 2nd Floor, B.G. Kher Marg, Malabar Hill, Mumbai
Executive Director 400 006
Adi B. Godrej Non Executive Director 00065964 67-H, Aasharaye Godrej House, Walkeshwar Road, Mumbai
400 006
Jamshyd N. Godrej Non Executive Director 00076250 40-D, Ridge Road, Mumbai 400 006
Vijay M. Crishna Non Executive Director 00066267 A-261, Grand Paradi Apartments, August Kranti Marg,
Mumbai 400 036
Tanya A. Dubash Non Executive Director 00026028 89-B, Hasman Bunglow, Bhulabhai Desai Road, Mumbai 400
026
Nisaba Godrej Non Executive Director 00591503 4501, Strata, Planet Godrej, K.K. Marg, Mahalaxmi East,
Mumbai 400 011
Kavas N. Petigara Independent Director 00066162 801, Citadel, 18-B, Ruparel Marg, Malabar Hill, Mumbai 400
006
Sudhir L. Anaokar Independent Director 00236819 A-204, Panchpakhadi, Center Point, Opposite Thane
Municipal Corporation, Thane 400 602
Amit B. Choudhury Independent Director 00557547 C-304, Wing C, Golden Oak CHS, Hiranandani Gardens,
Powai, Mumbai 400 076
Balram S. Yadav Managing Director 00294803 A 3703, Vivarea, Sane Guruji Marg, Mahalaxmi, Near Jocobs
Circle, Mumbai 400 011
Raghunath A. Independent Director 00074119 Raghunath Bunglow, D-4, Varsha Park, Baner, Pune 411
Mashelkar 045
Roopa Independent Director 02846868 19, Goodwill Co-operative Housing Society Ltd, S.
Purushothaman No.126/1+2, ITI Road, Aundh, Pune 411 007
Aditi Kothari Desai Independent Director 00426799 57, Sea View, Worli Sea Face, Mumbai 400 025
Ritu Anand Independent Director 00363699 11, Brindaban, 65 Linking Road, Santacruz West, Mumbai
400 054
65
For further details of our Directors, see Our Management beginning on page 158.
Chief Financial Officer

S. Varadaraj
Godrej One
Eastern Express Highway, Vikhroli (East)
Mumbai 400 079
Tel: (91 22) 2519 4416
Fax: (91 22) 2519 5124
E-mail: cfo@godrejagrovet.com
Company Secretary and Compliance Officer

Vivek Raizada
Godrej One,
Mumbai 400 079
Tel: (91 22) 2519 4416
Fax: (91 22) 2519 5124
E-mail: gavlinvestors@godrejagrovet.com
Investors can contact our Company Secretary and Compliance Officer, the BRLMs or the Registrar to the Issue in case
of any pre-Issue or post-Issue related problems such as non-receipt of Allotment Advice, non-credit of Allotted Equity
Shares in the respective beneficiary account, non-receipt of refund orders and funds by electronic mode.
All Issue related grievances may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary
with whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or first
Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of the Bid cum Application
Form, address of the Bidder, number of the Equity Shares applied for and the name and address of the Designated Intermediary
where the Bid cum Application Form was submitted by the Bidder.
Further, the Bidders shall also enclose a copy of the Acknowledgement Slip duly received from the Designated Intermediaries
in addition to the documents/information mentioned hereinabove.
Book Running Lead Managers
Kotak Mahindra Capital Company Limited Axis Capital Limited

1st Floor, 27 BKC, Plot No. 27 1st Floor, Axis House
G Block, Bandra Kurla Complex C 2, Wadia International Centre
Bandra (East) Pandurang Budhkar Marg, Worli
Mumbai 400 051 Mumbai 400 025
Tel: (91 22) 4336 0000 Tel: (91 22) 4325 2183
Fax: (91 22) 6713 2445 Fax: (91 22) 4325 3000
E-mail: gavl.ipo@kotak.com E-mail: godrej.agrovet@axiscap.in
Investor Grievance E-mail: kmccredressal@kotak.com Investor Grievance E-mail: complaints@axiscap.in
Website: www.investmentbank.kotak.com Website: www.axiscapital.co.in
Contact Person: Ganesh Rane Contact Person: Ankit Bhatia
SEBI Registration No.: INM000008704 SEBI Registration No.: INM000012029
Credit Suisse Securities (India) Private Limited

10th Floor, Ceejay House
Plot F, Shivsagar Estate
Dr. Annie Besant Road
Worli, Mumbai 400 018
Tel: (91 22) 6777 3885
Fax: (91 22) 6777 3820
E-mail: list.godrejagrovetipo@credit-suisse.com
Investor Grievance E-mail:
list.igcellmerbnkg@creditsuisse.com
Website: https://www.credit-suisse.com/in/en/investment-
banking/regional-presence/asia-pacific/india/ipo.html
Contact Person: Abhay Agarwal
66
SEBI Registration No.: INM000011161
Syndicate Member
Kotak Securities Limited

12-BKC, Plot no. C-12
G Block, Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Maharashtra, India
Tel: (91 22) 6218 5470
Fax: (91 22) 6661 7041
Website: www.kotak.com
Contact Person: Mr. Umesh Gupta
SEBI Registration No.: INB230808130/INB010808153
Legal Counsel to our Company as to Indian law
Cyril Amarchand Mangaldas

5th Floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg, Lower Parel
Mumbai 400 013
Tel: (91 22) 2496 4455
Fax: (91 22) 2496 3666
Legal Counsel to the BRLMs as to Indian law
Luthra & Luthra Law Offices

Indiabulls Finance Centre
Tower 2, Unit A2, 20th Floor
Elphinstone Road, Senapati Bapat Marg
Mumbai 400 013
Tel: (91 22) 6630 3600
Fax: (91 22) 6630 3700
International Legal Counsel to the BRLMs
Sidley Austin LLP

Level 31, Six Battery Road
Singapore 049909
Tel: (65) 6230 3900
Fax: (65) 6230 3939
Legal counsel to Godrej Industries as to Indian law Legal Counsel to V-Sciences as to Indian law
Cyril Amarchand Mangaldas J. Sagar Associates

5th Floor, Peninsula Chambers Vakils House
Peninsula Corporate Park 18, Sprott Road, Ballard Estate
Ganpatrao Kadam Marg, Lower Parel Mumbai 400 001
Mumbai 400 013 Maharashtra, India
Tel: (91 22) 2496 4455 Tel: (91 22) 4341 8600
Fax: (91 22) 2496 3666 Fax: (91 22) 4341 8617
Statutory Auditors to our Company
B S R & Co. LLP, Chartered Accountants

Lodha Excelus, 5th Floor
Apollo Mills Compound
N. M. Joshi Marg, Mahalaxmi
Mumbai 400 011
Tel: (91 22) 4345 5300
Fax: (91 22) 4345 5399
E-mail: klehery@bsraffiliates.com
67
Firm Registration No.: 101248W/ W-100022
Peer Review No.: 009060
Escrow Collection Bank/ Refund Bank
HDFC Bank Limited

FIG-OPS Department Lodha
I Think Techno Campus O-3 level, Kanjurmarg (East)
Mumbai- 400 042
Tel: (91 22) 3075 2927/28/2914
Fax: (91 22) 2579 9801
E-mail: Vincent.Dsouza@hdfcbank.com, Siddharth.Jadhav@hdfcbank.com, prasanna.uchil@hdfcbank.com
Website: www.hdfcbank.com
Contact person: Vincent Dsouza, Siddharth Jadhav, Prasanna Uchil
SEBI Registration No.: INBI00000063
Public Issue Account Bank(s)
Kotak Mahindra Bank Limited Axis Bank Limited

Kotak Infiniti, 6th floor, Building no. 21 Jeevan Prakash Building
Infiniti Park off, Western Express Highway Sir PM Road
General AK Vaidya Marg, Malad (East) Fort
Mumbai - 400 097 Mumbai- 400 001
Tel: (91 22) 6605 6588 Tel: (91 22) 4086 7336/7474
Fax: (91 22) 6713 2416 Fax: (91 22) 4086 7327/7378
E-mail: cmsipo@kotak.com E-mail: fort.operationshead@axisbank.com
Website: www.kotak.com Website: www.axisbank.com
Contact person: Prashant Sawant Contact person: Anil Kanekar
SEBI Registration No.: INBI00000927 SEBI Registration No.: INBI00000017
HDFC Bank Limited ICICI Bank Limited

FIG-OPS Department Lodha Capital Market Division, 1st Floor
I Think Techno Campus O-3 level, Kanjurmarg (East) 122, Mistry Bhavan, Dinshaw Vaccha Road
Mumbai- 400 042 Backbay Reclamation
Tel: (91 22) 3075 2927/28/2914 Churchgate
Fax: (91 22) 2579 9801 Mumbai - 400020
E-mail: Vincent.Dsouza@hdfcbank.com, Tel: (91 22) 66818932/23/24
Siddharth.Jadhav@hdfcbank.com, Fax: (91 22) 22611138
prasanna.uchil@hdfcbank.com E-mail: shradha.salaria@icicibank.com
Website: www.hdfcbank.com Website: www. icicibank.com
Contact person: Vincent Dsouza, Siddharth Jadhav, Contact person: Shradha Salaria
Prasanna Uchil SEBI Registration No.: INBI00000004
SEBI Registration No.: INBI00000063
Bankers to our Company
Central Bank of India

Corporate Finance Branch
1st Floor
MMO Building, Fort
Mumbai - 400 023
Tel: (91 22) 4078 5801
Fax: (91 22) 4078 5838
E-mail: dgmcfb@centralbank.co.in
Contact Person: K S N V Subba Rao
Union Bank of India

Vikhroli Branch
Mumbai - 400 079
Tel: (91 22) 2578 1460
Fax: (91 22) 2578 1813
E-mail: cbsvikhroli@unionbankofindia.com
Contact Person: A.T. Bachrani
State Bank of India
68
Corporate Accounts Group Branch
3rd Floor, Neville House
J. N. Heredia Marg
Ballard Estate
Mumbai - 400 001
Tel: (91 22) 6154 2811
Fax: (91 22) 6154 2819
E-mail: amt2.09995@sbi.co.in
Registrar to the Issue
Karvy Computershare Private Limited
Karvy Selenium, Tower B

Plot number 31 & 32 Gachibowli
Financial District, Nanakramguda
Hyderabad - 500 032
Tel: (91 40) 6716 2222
Fax: (91 40) 2343 1551
E-mail: godrej.agrovet@karvy.com
Investor Grievance E-mail: einward.ris@karvy.com
Website: https://karisma.karvy.com
Contact Person: M. Murali Krishna
SEBI Registration No.: INR000000221
Designated Intermediaries
Self Certified Syndicate Banks
The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process is provided on the website of SEBI
at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, as updated from time to time. For a list of
branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms from the Designated Intermediaries, see
the above-mentioned link.
Registered Brokers
The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is provided
on the websites of BSE and NSE at http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and
http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, as updated from time to time.
Registrar to an Issue and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of BSE and NSE at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the websites of BSE and NSE at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent from the Statutory Auditors, namely, B S R & Co. LLP, Chartered Accountants to
include its name as required under Section 26(1)(a)(v) of the Companies Act, 2013 in this Red Herring Prospectus and as an
expert under Section 2(38) of the Companies Act, 2013 in relation to their reports dated September 11, 2017, on the standalone
Restated Financial Statements and consolidated Restated Financial Statements and the statement of tax benefits dated
September 12, 2017, included in this Red Herring Prospectus and such consent has not been withdrawn up to the time of delivery
69
of this Red Herring Prospectus. However, the term expert shall not be construed to mean an expert as defined under the
Securities Act.
Our Company has also received a written consent to be named as expert from the following industry consultants and such
consent has not been withdrawn as on the date of this Red Herring Prospectus:
(i) Dr. P. Rethinam dated May 8, 2017 in relation to Oil Palm A Critical Study of its Role in Contributing the Vegetable
Oil Economy in India;
(ii) LightCastle Partners dated June 21, 2017 in relation to the industry report - Market Mapping and Growth Prospects of
Poultry, Cattle and Fish Feed Industry in Bangladesh;
(iii) A.C. Nielson dated July 18, 2017 in relation to Sizing of the Processed Poultry Market in India and Estimating the
Share of Godrej Agrovets Offering, published in July 2017; and
(iv) IMARC Services Private Limited dated June 6, 2017 in relation to the Indian Dairy Market Report, 2017, Edition May
2017.
Our Company has also received a written consent to be named as expert from the following chartered engineers and such
(i) Astral Associates dated September 7, 2017;
(ii) Sundar Associates dated September 9, 2017;
(iii) Keni & DSouza dated September 9, 2017;
(iv) Engr. Mohammad Anisur Rahman dated September 7, 2017;
(v) Tijare Engineers & Consultants Private Limited dated September 8, 2017;
(vi) Joshi & Associates dated September 11, 2017;
(vii) Mukesh M. Purdhani dated September 11, 2017; and
(viii) Er. Y. Ravindra Babu dated August 31, 2017.
Monitoring Agency
HDFC Bank Limited has been appointed as the Monitoring Agency for monitoring the utilization of net proceeds, as our Issue
size (excluding the offer for sale by the Selling Shareholders) exceeds 1,000 million in accordance with Regulation 16 of the
SEBI ICDR Regulations. Our Audit Committee and the Monitoring Agency will monitor the utilization of the Net Proceeds.
Appraising Entity
None of the objects of the Issue for which the Net Proceeds will be utilised have been appraised by any agency.
Inter-se allocation of Responsibilities
The following table sets forth the inter-se allocation of responsibilities for various activities among the BRLMs for the Issue:
Sr. No. Activity Responsibility Co-ordinating

BRLM
1. Capital structuring with the relative components and formalities Kotak, Axis Capital and Kotak
such as composition of debt and equity Credit Suisse
2. Due diligence of our Company including its operations/ Kotak, Axis Capital and Kotak
management/business plans/legal etc. Drafting and design of the Credit Suisse
Draft Red Herring Prospectus including a memorandum
containing salient features of the Prospectus. The BRLMs shall
ensure compliance with stipulated requirements and completion
of prescribed formalities with the Stock Exchanges, RoC and
SEBI including finalisation of Prospectus and RoC filing.
70
BRLM
3. Drafting and approval of all statutory advertisements Kotak, Axis Capital and Kotak
Credit Suisse
4. Drafting and approval of all publicity material other than Kotak, Axis Capital and Credit Suisse
statutory advertisement as mentioned above including corporate Credit Suisse
advertising, brochure, media compliance report, etc.
5. Appointment of Intermediaries (including co-ordinating all Kotak, Axis Capital and Axis Capital
agreements to be entered with such parties) Registrar to the Credit Suisse
Issue, Bankers to the Issue, Advertising Agency, Printers and
Monitoring Agency
6. Non-Institutional and retail marketing of the Issue, which will Kotak, Axis Capital and Axis Capital
cover, inter alia, Credit Suisse
Finalising media, marketing and public relations

strategy;
Finalising centres for holding conferences for brokers,

etc;
Follow-up on distribution of publicity and Issue material

including form, the Prospectus and deciding on the
quantum of the Issue material; and
Finalising collection centres
7. Domestic Institutional marketing of the Issue, which will cover, Kotak, Axis Capital and Kotak
inter alia: Credit Suisse
Institutional marketing strategy
Finalizing the list and division of domestic investors for

one-to-one meetings
Finalizing domestic road show and investor meeting

schedule
8. Marketing and road-show presentation and preparation of Kotak, Axis Capital and Credit Suisse
frequently asked questions for the road show team Credit Suisse
9. International Institutional marketing of the Issue, which will Kotak, Axis Capital and Credit Suisse
cover, inter alia: Credit Suisse
Institutional marketing strategy
Finalizing the list and division of international investors

for one-to-one meetings
Finalizing international road show and investor meeting

schedule
10. Coordination with Stock-Exchanges for book building software, Kotak, Axis Capital and Axis Capital
bidding terminals and mock trading Credit Suisse
11. Managing the book and finalization of pricing in consultation Kotak, Axis Capital and Credit Suisse
with our Company Credit Suisse
12. Post-Issue activities, which shall involve essential follow-up Kotak, Axis Capital and Axis Capital
steps including anchor coordination, follow-up with bankers to Credit Suisse
the Issue and SCSBs to get estimates of collection and advising
the Company about the closure of the Issue based on correct
figures, finalisation of the basis of allotment, listing of
71
BRLM
instruments, dispatch of certificates or demat credit and refunds,

payment of STT on behalf of the Selling Shareholders and
coordination with various agencies connected with the post-Issue
activity such as Registrar to the Issue, Bankers to the Issue,
SCSBs including responsibility for underwriting arrangements,
as applicable.
Coordinating with Stock Exchanges and SEBI for release of 1%

security deposit post closure of the Issue.
Credit Rating
As this is an offer of Equity Shares, there is no credit rating for the Issue.
Trustees
As this is an issue of Equity Shares, the appointment of trustees is not required.
Book Building Process
The book building process, in the context of the Issue, refers to the process of collection of Bids on the basis of this Red Herring
Prospectus, the Bid cum Application Form and the Revision Form. The Price Band for the Issue will be decided by our Company
by seeking and ensuring alignment with the Selling Shareholders, in consultation with the BRLMs, in the manner as agreed
upon in the Issue Agreement. The minimum Bid Lot size for the Issue will be decided by our Company in consultation with the
BRLMs, and will be advertised in all editions of the English national newspaper the Financial Express, all editions of the Hindi
national newspaper Jansatta and Mumbai edition of the Marathi newspaper Navshakti (Marathi being the regional language of
Maharashtra, where our Registered Office is located), each with wide circulation, at least five Working Days prior to the Bid/
Issue Opening Date. The Issue Price shall be determined by our Company, in consultation with the BRLMs, after the Bid/ Issue
Closing Date.
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in the Issue.
In accordance with the SEBI ICDR Regulations, QIBs bidding in the QIB Portion and Non-Institutional Bidders bidding
in the Non-Institutional Portion are not allowed to withdraw or lower the size of their Bids (in terms of the quantity of
the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders and Eligible Employees bidding under the
Employee Reservation Portion can revise their Bids during the Bid/Issue Period and withdraw their Bids until the
Bid/Issue Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/Issue
Period. Allocation to the Anchor Investors will be on a discretionary basis.
For further details on the method and procedure for Bidding, see Issue Procedure beginning on page 535.
Illustration of Book Building Process and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see Issue Procedure - Part B - Basis of
Allocation - Illustration of the Book Building and Price Discovery Process beginning on page 563.
Underwriting Agreement
After the determination of the Issue Price and allocation of Equity Shares, but prior to the filing of the Prospectus with the RoC,
our Company proposes to enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be
offered through the Issue. The Underwriting Agreement is dated []. Pursuant to the terms of the Underwriting Agreement, the
obligations of the Underwriters will be several and will be subject to certain conditions specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
(This portion has been intentionally left blank and will be completed before filing the Prospectus with the RoC.).
Name, address, telephone number, fax number and Indicative number of Equity Shares Amount underwritten
e-mail address of the Underwriters to be underwritten (in million)
[] [] []
72
The above-mentioned is the indicative underwriting amount and will be finalised after pricing and actual allocation and subject
to the provisions of the SEBI ICDR Regulations.
In the opinion of our Board (based on certificates provided by the Underwriters), the resources of the Underwriters are sufficient
to enable them to discharge their respective underwriting obligations in full. The Underwriters are registered with SEBI under
Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board, at its meeting held on [], has
accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment.
Notwithstanding the above, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity
Shares allocated to investors procured by them. In the event of any default in payment, the respective Underwriter, in addition
to other obligations defined in the Underwriting Agreement, will also be required to procure purchases for or purchase of the
Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement. The Underwriting
Agreement has not been executed as on the date of this Red Herring Prospectus and our Company intends to enter into an
Underwriting Agreement with the Underwriters after the determination of the Issue Price and allocation of Equity Shares, but
prior to the filing of the Prospectus with the RoC.
73
CAPITAL STRUCTURE
The share capital of our Company as at the date of this Red Herring Prospectus is set forth below:
(in , except share data)

Aggregate value at face Aggregate value at
value Issue Price
A Authorised Share Capital
224,994,000 Equity Shares 2,249,940,000
6,000 Preference Shares 60,000
Total 2,250,000,000
B Issued, Subscribed and Paid-up Capital before the Issue

185,323,777 Equity Shares(2) 1,853,237,770
C Present Issue of [] Equity Shares

Fresh Issue of up to [] Equity Shares aggregating up to 2915.12 [] []
million (1)(2)
Offer for Sale of up to [] Equity Shares(3) [] []
Employee Reservation Portion of up to [] Equity Shares aggregating [] []
up to 200 million
Issue of up to 405,500 Equity Shares under ESPS(4) [] []
D Issued, Subscribed and Paid-up Capital after the Issue

[] Equity Shares [] []
E Securities Premium Account

Before the Issue 1,298,990,205
After the Issue []
(1) The Fresh Issue has been authorised by the Board and the Shareholders pursuant to the resolutions passed at their respective meetings,
each dated May 12, 2017.
(2) Pursuant to the resolutions passed by the Board on July 18, 2017, September 8, 2017 and September 11, 2017, by the IPO Committee
on September 14, 2017, and by the Shareholders on July 18, 2017 and September 8, 2017, our Company has, in consultation with the
BRLMs, issued and allotted 192,901 Equity Shares for cash consideration aggregating to 84.88 million through a private placement
to the identified employees of certain of our Group Companies and Joint Ventures. The size of the Fresh Issue as disclosed in the Draft
Red Herring Prospectus dated July 18, 2017, being 3,000 million, has been reduced to 2,915.12 million accordingly.
(3) The Promoter Selling Shareholder specifically confirm that the portion of the Equity Shares offered by it are eligible for being offered
in the Offer for Sale in terms of Regulation 26(6) of the SEBI ICDR Regulations. The Investor Selling Shareholder specifically confirms
that the V-Sciences Offered Shares are eligible for being offered in the Offer for Sale, in terms of Regulation 26(6) of the SEBI ICDR
Regulations. The Offer for Sale has been authorised by the Selling Shareholders by way of resolutions passed by the respective board of
directors of GIL and V-Sciences Investments Pte Ltd dated June 28, 2017 and July 12, 2017, and July 18, 2017, respectively.
(4) The issue of Equity Shares under the ESPS has been authorized pursuant to a resolution of our Board dated July 18, 2017 and September
11, 2017 and a resolution of our Shareholders in their EGM dated July 18, 2017.
Changes in the Authorised Share Capital of our Company
1. The initial authorised share capital of our Company was increased from 50,000,000 comprising 5,000,000 Equity
Shares to 100,000,000 comprising 10,000,000 Equity Shares pursuant to a resolution passed by our Shareholders on
February 4, 1994.
2. The authorised share capital of our Company was increased from 100,000,000 comprising 10,000,000 Equity Shares
to 150,000,000 comprising 15,000,000 Equity Shares pursuant to a resolution passed by our Shareholders on
December 29, 2006.
to 350,000,000 comprising 35,000,000 Equity Shares pursuant to a scheme of arrangement approved by High Court
of Bombay by its order dated January 5, 2011. For further details, see History and Certain Corporate Matters
beginning on page 148.
to 501,500,000 comprising 50,150,000 Equity Shares pursuant to a scheme of arrangement approved by High Court
74
of Bombay by its order dated March 16, 2012. For further details, see History and Certain Corporate Matters
to 1,000,000,000 comprising 100,000,000 Equity Shares pursuant to a resolution passed by our Shareholders on
March 2, 2015.
6. The authorised share capital of our Company was reclassified from 1,000,000,000 comprising 100,000,000 Equity
Shares to 1,000,000,000 comprising 99,994,000 Equity Shares and 6,000 Preference Shares pursuant to a scheme of
arrangement approved by High Court of Bombay by its order dated January 8, 2016. For further details, see History
and Certain Corporate Matters beginning on page 148.
7. The authorised share capital of our Company was increased from 1,000,000,000 comprising 99,994,000 Equity Shares
and 6,000 Preference Shares to 2,250,000,000 comprising 224,994,000 Equity Shares and 6,000 Preference Shares
pursuant to a resolution passed by our Shareholders on March 3, 2017. For further details, see History and Certain
Corporate Matters beginning on page 148.
Notes to the Capital Structure
1. Share Capital History of our Company
(a) The history of the equity share capital of our Company is provided in the following table:
Date of No. of Face value Issue Price Nature/reason of Nature of Cumulative Cumulative paid-
Allotment of Equity () () allotment Consideratio No. of Equity up Equity Share
the Equity Shares n Shares Capital
Shares ()
December 10, 20 10 10 Subscription to the Cash 20 200
1991 MoA(1)
January 29, 99,980 10 10 Further issue(2) Cash 100,000 1,000,000
1992
March 27, 890,000 10 10 Rights issue(3) Cash 990,000 9,900,000
1992
February 25, 759,200 10 350 Rights issue(4) Cash 1,749,200 17,492,000
1994
March 8, 1994 5,247,600 10 N.A. Bonus issue(5) N.A. 6,996,800 69,968,000
March 28, 121,952 10 82 Rights issue(6) Cash 7,118,752 71,187,520
2002
January 30, 3,000,000 10 100 Preferential Cash 10,118,752 101,187,520
2007 Allotment(7)
January 18, 2,000,000 10 500 Rights issue(8) Cash 12,118,752 121,187,520
2008
December 5, 586,764 10 10 Allotment of Cash 12,705,516 127,055,160
2012 Equity Shares
under the ESOP
Scheme I and
ESOP Scheme II(9)
December 24, 518,118 10 2,164.41 Preferential Cash 13,223,634 132,236,340
2012 Allotment(10)
March 26, 79,341,804 10 N.A. Bonus issue(11) N.A. 92,565,438 925,654,380
2015
March 10, 92,565,438 10 N.A. Bonus issue(12) N.A. 185,130,876 1,851,308,760
2017
September 14, 192,901 10 440 Preferential Cash 185,323,777 1,853,237,770
2017 Allotment(13)
(1) Subscription to 10 Equity Shares each by two subscribers.

(2) Further issue of 99,980 Equity Shares to 10 allottees.
(3) Rights issue of 890,000 Equity Shares to 11 allottees.
(4) Rights issue of 759,200 Equity Shares to one allottee.
(5) Bonus issue of 5,247,600 Equity Shares to 13 allottees.
(6) Rights issue of 121,952 Equity Shares to one allottee.
(7) Preferential allotment of 3,000,000 Equity Shares to one allottee
75
(8) Rights issue of 2,000,000 Equity Shares to one allottee.
(9) An aggregate of 586,764 Equity Shares have been allotted by our Company under the ESOP Scheme I and ESOP Scheme II.
The allotment was made to the ESOP Trust.
(10) Preferential allotment of 518,118 Equity Shares to one allottee.
(13) Preferential allotment of 192,901 Equity Shares to 48 allottees.
(b) The history of the preference share capital of our Company is provided in the following table:
Date of Reasons for No. of Face Issue Nature of Cumulative No. Cumulative paid-
allotment of allotment Preference value Price Consideration of Preference up Preference
the Shares () () (cash, other Shares Share capital
Preference than cash) ()
Shares
February 3, Pursuant to the 6,000(2) 10 10 Other than cash 6,000 60,000
2016 scheme of
arrangement (1)
(1) Allotment of 8% redeemable, non-convertible Preference Shares for a tenure of five years, pursuant to a scheme of demerger
of seeds business of GSGL into our Company approved by High Court of Bombay by its order dated January 8, 2016, to one
allottee. The Preference Shares can be redeemed at any time before the end of the tenure at the option of the Board. Redemption
value is 10% of the value of seeds business of GSGL. For further details, see History and Certain Corporate Matters
(2) The Preference Shares have been redeemed by our Company pursuant to Board resolution dated July 18, 2017.
(c) Issue of Equity Shares in the preceding two years
For details of issue of Equity Shares by our Company in the last two preceding years, see Capital Structure Notes
to the Capital Structure Share Capital History of our Company on page 75.
(d) Issue of Equity Shares and Preference Shares through bonus issue or for consideration other than cash
Except as set out below, we have not issued Equity Shares and Preference Shares for consideration other than cash, or
through bonus issue:
Date of Name of the No. of Face Issue price Reason for allotment Benefits
Allotment Allottees Equity/ Value per Equity/ accrued to
Preference () Preference our Company
Shares Share ()
Allotted
March 8, 1994 Allotment to the 5,247,600 10 N.A. Bonus issue in the ratio 3:1 -
Shareholders of our authorised by our shareholders
Company as of the through a resolution dated
record date, being March 4, 1994 and allotment
March 4, 1994 was made by the Allotment
Committee through a resolution
dated March 8, 1994.
March 26, Allotment to the 79,341,804 10 N.A. Bonus issue in the ratio 6:1 -
2015 Shareholders of our authorised by our shareholders
February 27, 2015 was made by the Managing
Committee of the Board
through a resolution dated
March 26, 2015.
February 3, Dharmender Kumar 6,000(1) 10 10 Allotment pursuant to a scheme -
2016 of demerger of seeds business
of GSGL into our Company
approved by High Court of
Bombay by its order dated
January 8, 2016. For further
details, see History and
Certain Corporate Matters
76
Date of Name of the No. of Face Issue price Reason for allotment Benefits
Allotment Allottees Equity/ Value per Equity/ accrued to
Preference () Preference our Company
Shares Share ()
Allotted
March 10, Allotment to the 92,565,438 10 N.A. Bonus issue in the ratio 1:1 -
2017 Shareholders of our authorised by our shareholders
February 28, 2017 was made by the Managing
Committee of the Board
through a resolution dated
March 10, 2017.
(1) The Preference Shares have been redeemed by our Company pursuant to Board resolution dated July 18, 2017.
(e) Issue of Equity Shares in the last one year below the Issue Price
Other than the bonus issue made by our Company on March 10, 2017 and the Pre-IPO Placement on September 14,
2017, our Company has not issued any Equity Shares at a price that may be lower than the Issue Price during the last
one year. For details in relation to the bonus issuance, see Capital Structure Notes to Capital Structure Issue of
Equity Shares and Preference Shares through bonus issue or for consideration other than cash on page 76.
Pursuant to the resolutions passed by the Board on July 18, 2017, September 8, 2017, September 11, 2017, and
September 14, 2017 and by the Shareholders on July 18, 2017 and September 8, 2017, our Company has, in
consultation with the BRLMs, issued and allotted 192,901 Equity Shares for cash consideration aggregating to 84.88
million through a private placement to the 48 identified employees of certain of our Group Companies and Joint
Ventures.
2. History of the Equity Share Capital held by our Promoters
(f) As on the date of this Red Herring Prospectus, our Promoters hold 122,030,216 Equity Shares, constituting 65.85% of
the issued, subscribed and paid-up Equity Share capital of our Company. The details regarding our Promoters
shareholding is set out below.
Build-up of our Promoters shareholding in our Company
Set forth below is the build-up of the shareholding of our Promoters since incorporation of our Company:
Date of Nature of No. of Equity Nature of Face Issue Price Percentage Percentage
allotment/ transaction Shares consideration value /Transfer of the pre- of the post-
Transfer allotted/ per Price per Issue Issue
transferred Equity Equity capital capital (%)
Share Share () (%)
( )
Godrej Industries Limited
January 29, Preferential 9,500 Cash 10 10 0.01 []
1992 allotment
March 27, Rights Issue 84,550 Cash 10 10 0.05 []
1992
March 31, Transfer from 12,750 Cash 10 390 0.01 []
1993 Godrej Foods
Limited
February Transfer from 10,000 Cash 10 375 0.01 []
10, 1994 Vora Soaps
Limited
February Rights Issue 759,200 Cash 10 350 0.41 []
25, 1994
March 8, Bonus Issue 2,628,000 N.A. 10 N.A. 1.42 []
1994
February Transfer from 183,200 Cash 10 120 0.10 []
15, 1995 Godrej Foods
Limited
March 29, Transfer from 112,000 Cash 10 130 0.06 []
1995 Wadala
Investments
Limited
77
Share Share () (%)
( )
June 20, Transfer from (5) N.A. 10 Nil Negligible []
1995 GIL (Transferor)
to GIL jointly
with its
Nominees
(Transferees)
November Transfer from 105,004 Cash 10 75 0.06 []
25, 1996 Swadeshi
Detergents
Limited
March 11, Transfer from 8,000 Cash 10 75 Negligible []
1997 Swadeshi
Detergents
Limited
March 11, Transfer from 30,000 Cash 10 97.99 0.02 []
1997 Puran Plastics &
Chemicals
Limited
June 4, Transfer from 34,800 Cash 10 75 0.02 []
1997 Swadeshi
Detergents
Limited
December Transfer from 8,000 Cash 10 75 Negligible []
1, 1997 Swadeshi
Detergents
Limited
March 28, Rights Issue 121,952 Cash 10 82 0.07 []
2002
January 24, Transfer from 6,000 Cash 10 170 Negligible []
2005 Swadeshi
Detergents
Limited
January 30, Preferential 3,000,000 Cash 10 100 1.62 []
2007 allotment
January 18, Rights Issue 2,000,000 Cash 10 500 1.08 []
2008
December Transfer to V- (693,030) Cash 10 2,164.41 (0.37) []
24, 2012 Sciences
Investments Pte
Ltd
February Transfer to (379,000) Cash 10 2,269.00 (0.20) []
21, 2014 Godrej & Boyce
Manufacturing
Company
Limited
March 26, Bonus Issue 48,245,526* N.A. 10 N.A. 26.03 []
2015
March 10, Bonus Issue 56,286,447** N.A. 10 N.A. 30.37 []
2017
March 27, Transfer from 5,306,000 Cash 10 378.30 2.86 []
2017 Godrej And
Boyce
Manufacturing
Company
Limited
May 30, Transfer from 70 N.A. 10 Nil Negligible []
2017 GIL jointly with
78
Share Share () (%)
( )
its Nominees
(Transferors) to
GIL (Transferee)
Total 117,878,964 63.61 []
* Excludes 30 shares allotted to GIL jointly with its nominees
** Excludes 35 shares allotted jointly with its nominees
Nadir B. Godrej
December Subscription to 10 Cash 10 10 Negligible []
10, 1991 the MoA
January 29, Preferential 14,790 Cash 10 10 0.01 []
1992 allotment
March 27, Right issue 131,720 Cash 10 10 0.07 []
1992
March 8, Bonus issue 439,560 N.A. 10 N.A. 0.24 []
1994
December Transfer to Mrs. (67,452) N.A. 10 10 (0.04) []
10, 2012 Upassna B.
Singh
December Transfer to V- (222,474) Cash 10 2164.41 (0.12) []
24, 2012 Sciences
Investments Pte
Ltd
March 26, Bonus issue 1,776,924 N.A. 10 N.A. 0.96 []
2015
March 10, Bonus issue 2,073,078 N.A. 10 N.A. 1.12 []
2017
Total 4,146,156 2.24 []
Adi B. Godrej
December Subscription to 10 Cash 10 10 Negligible []
10, 1991 the MoA
January 29, Preferential 6,990 Cash 10 10 Negligible []
1992 allotment
February Transfer to (6,990) Cash 10 10 Negligible []
25, 1992 Swadeshi
Detergents
Limited
March 27, Right issue 89 Cash 10 10 Negligible []
1992
March 8, Bonus issue 297 N.A. 10 N.A. Negligible []
1994
December Transfer to Mrs. (14) N.A. 10 10 Negligible []
10, 2012 Sheila V.
December Transfer to V- (18) Cash 10 2,164.41 Negligible []
24, 2012 Sciences
Investments Pte
Ltd
March 26, Bonus issue 2,184* N.A. 10 N.A. Negligible []
2015
March 10, Bonus issue 2,548* N.A. 10 N.A. Negligible []
2017
Total 5,096 Negligible []
* All shares jointly held with Late Parmeshwar A. Godrej.
All the Equity Shares held by the Promoters were fully paid-up on the respective dates of acquisition of such Equity
Shares.
As of the date of this Red Herring Prospectus, none of the Equity Shares held by our Promoters are pledged.
79
3. Details of Promoters contribution and lock-in:
Pursuant to the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-Issue Equity Share capital of
our Company held by our Promoters shall be locked-in for a period of three years from the date of Allotment and our
Promoters shareholding in excess of 20% shall be locked-in for a period of one year from the date of Allotment.
The details of the Equity Shares held by our Promoters, which shall be locked-in for a period of three years from the
date of Allotment, are set out in the following table:
Name of Date of Nature of Consideration No. of Face Issue/acquisition No. of Percentage

Promoter allotment/ Transaction Equity Value price per Equity Equity of post-
transfer Shares () Share () Shares Issue paid-
locked- up Equity
in(1)(2) Share
capital (%)
[] [] [] [] [] [] [] [] []
[] [] [] [] [] [] [] [] []
Total [] []
(1) For a period of three years from the date of Allotment
(2) All Equity Shares were fully paid-up at the time of allotment
The minimum Promoters contribution has been brought in to the extent of not less than the specified minimum lot
and from the persons defined as Promoter under the SEBI ICDR Regulations. Our Company undertakes that the
Equity Shares that are being locked-in are not ineligible for computation of Promoters contribution in terms of
Regulation 33 of the SEBI ICDR Regulations. Our Promoters have confirmed to our Company and the BRLMs that
the Equity Shares held by our Promoters which shall be locked-in for a period of three years as Promoters contribution
have been financed from their internal accruals and no loans or financial assistance from any bank or financial
institution has been availed by them for this purpose.
In this connection, we confirm the following:
(i) The Equity Shares offered for Promoters contribution have not been acquired in the last three years (a) for
consideration other than cash and revaluation of assets or capitalisation of intangible assets; or (b) have
resulted from bonus issue by utilisation of revaluation reserves or unrealised profits of our Company or
resulted from bonus issue against Equity Shares which are otherwise ineligible for computation of Promoters
contribution;
(ii) The Promoters contribution does not include any Equity Shares acquired during the preceding one year and
at a price lower than the price at which the Equity Shares are being offered to the public in the Issue;
(iii) Our Company has not been formed by the conversion of a partnership firm into a Company;
(iv) The Equity Shares held by the Promoters and offered for Promoters contribution are not subject to any
pledge; and
(v) All the Equity Shares of our Company held by the Promoters are held in dematerialised form.
Other requirements in respect of lock-in:
In addition to 20% of the fully diluted post-Issue shareholding of our Company held by our Promoters and locked-in
for three years as specified above, except for the Equity Shares allotted to the employees of our Company who are
employees as on date of Allotment, under the ESOP Scheme I and ESOP Scheme II, the ESPS, the entire pre-Issue
Equity Share capital of our Company will be locked-in for a period of one year from the date of Allotment.
The Equity Shares held by our Promoters which are locked-in for three years may be pledged only with scheduled
commercial banks or public financial institutions as collateral security for loans granted by such banks or public
financial institutions for the purpose of financing one or more objects of the Issue, provided that such pledge of the
Equity Shares is one of the terms of the sanction of such loans.
The Equity Shares held by our Promoters which are locked-in for one year may be pledged only with scheduled
commercial banks or public financial institutions as collateral security for loans granted by such banks or public
financial institutions, provided that such pledge of the Equity Shares is one of the terms of the sanction of such loans.
80
The Equity Shares held by our Promoters which are locked-in may be transferred to and amongst the Promoters Group
entities or to any new promoter or persons in control of our Company, subject to continuation of the lock-in in the
hands of the transferees for the remaining period and compliance with the Takeover Regulations, as applicable.
The Equity Shares held by persons other than our Promoters and locked-in for a period of one year from the date of
Allotment in the Issue may be transferred to any other person holding the Equity Shares which are locked-in, subject
to the continuation of the lock-in in the hands of transferees for the remaining period and compliance with the Takeover
Regulations.
The lock-in would be created as per applicable laws and procedures and details of the same shall also be provided
to the Stock Exchanges before the listing of the Equity Shares.
Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors
Any Equity Shares allotted to Anchor Investors shall be locked-in for a period of 30 days from the date of Allotment.
Lock-in of the Equity Shares to be Allotted to Eligible Employees under the ESPS:
Equity Shares issued under the ESPS shall not be subject to any lock-in in terms of Regulation 22(3) of the SEBI
ESOP Regulation
4. Shareholding of our Promoters, Directors of Promoters and Promoter Group
Our Promoters, GIL, Nadir B. Godrej and Adi B. Godrej, hold 122,030,216 Equity Shares in our Company which is
equivalent to 65.85% of the total Equity Share capital of our Company. The directors of our corporate Promoter, Nadir
B. Godrej, Adi B. Godrej, Jamshyd N. Godrej (trustee in Raika Trust) and Tanya A. Dubash hold 7,606,382 Equity
Shares in our Company which is equivalent to 4.10% of the total Equity Share capital of our Company.
Our Promoter Group holds 16,584,624 Equity Shares in our Company which is equivalent to 8.95% of the total Equity
Share capital of our Company.
5. Selling Shareholders Shareholding in our Company
The total number of Equity Shares held by the Selling Shareholders in our Company as on the date of this Red
Herring Prospectus is as follows:
Name of Shareholder Number of Equity Shares Percentage of the pre-Issue paid-

up Equity Share capital
Godrej Industries Limited 117,878,964 63.61%
V-Sciences Investments Pte Ltd 37,007,698 19.97%
6. Shareholding Pattern of our Company
The table below presents the shareholding pattern of our Company as on as on September 14, 2017:
81
Category Category of Nos. of No. of fully No. of No. of Total nos. Shareholding as Number of Voting Rights held in each class of No. of Shareholding , as Number of Number of Number of
(I) shareholder shareholders paid up Partly shares shares held a % of total no. securities Shares a % assuming full Locked in Shares equity shares
(II) (III) equity shares paid-up underlying (VII) of shares (IX) Underlying conversion of shares pledged or held in
held equity Depository =(IV)+(V)+ (calculated as Outstanding convertible (XII) otherwise dematerialized
(IV) shares Receipts (VI) per SCRR, convertible securities ( as a encumbered form
held (VI) 1957) securities percentage of (XIII) (XIV)
(V) (VIII) As a % of No of Voting Rights Total as a (including diluted share No. As a % No. As a %
(A+B+C2) Class eg: Class eg: Total % of Warrants) capital) (a) of total (a) of total
Equity Others (A+B+ C) (X) (XI)= (VII)+(X) Shares Share s
Shares (including As a % of held (b) held (b)
Preference (A+B+C2)
Shares)
(A) Promoter & 11* 138,614,840 Nil Nil 138,614,840 74.80 138,614,840 Nil 138,614,840 74.80 Nil 74.80 [] Nil 138,614,840
Promoter
Group
(B) Public 127 46,708,937 Nil Nil 46,708,937 25.20 46,708,937 Nil 46,708,937 25.20 Nil 25.20 [] 60,955,560 46,708,937
(C) Non Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Promoter-
Non Public
(C1) Shares Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
underlying
DRs
(C2) Shares held Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
by
Employee
Trusts
Total 138 185,323,777 Nil Nil 185,323,777 100.00 185,323,777 Nil 185,323,777 100 Nil 100 [] 60,955,560 185,323,777
* Includes joint shareholding of Rishad K. Naoroji with Nadir B. Godrej and Nyrika Holkar; and joint shareholding of Jamshyd N. Godrej with Pheroza J. Godrej and Navroze J. Godrej
(holding shares in trust as the trustees of the Raika Godrej Family Trust wherein Raika Godrej is the beneficial owner)
82
7. The list of top 10 Shareholders and the number of Equity Shares held by them are set forth below:
The top 10 Shareholders as of the date of filing of this Red Herring Prospectus are as follows:
Name of the Shareholder Pre-Issue

No. of Equity Percentage
Shares (%)
1. Godrej Industries Limited 117,878,964 63.61
2. V-Sciences Investments Pte Ltd 37,007,698 19.97
3. Balram S. Yadav 4,406,676 2.38
4. Nadir B. Godrej 4,146,156 2.24
5. Rishad K. Naoroji jointly with Nadir B. Godrej and Nyrika 4,146,156 2.24
Holkar
6. Jamshyd N. Godrej jointly with Pheroza J. Godrej and 2,073,078 1.12
Navroze J. Godrej (holding shares in trust as the trustees of
the Raika Godrej Family Trust wherein Raika Godrej is the
beneficial owner)
7. Navroze J. Godrej 2,073,078 1.12
8. Nyrika Holkar 2,073,078 1.12
9. Freyan V. Crishna 2,073,078 1.12
10. Nisaba Godrej 1,382,052 0.75
Pirojsha A. Godrej 1,382,052 0.75
Tanya A. Dubash 1,382,052 0.75
Total 180,024,118 97.14
The top 10 Shareholders as of 10 days prior to the date of filing of this Red Herring Prospectus are as follows:

Shares (%)
1. Godrej Industries Limited 117,878,964 63.67
3. Balram S. Yadav 4,406,676 2.38
4. Nadir B. Godrej 4,146,156 2.24
5. Rishad K. Naoroji jointly with. Nadir B. Godrej and Nyrika Holkar 4,146,156 2.24
6. Jamshyd N. Godrej jointly with Pheroza J. Godrej and Navroze J. 2,073,078 1.12
Godrej (holding shares in trust as the trustees of the Raika Godrej
Family Trust wherein Raika Godrej is the beneficial owner)
8. Nyrika Holkar 2,073,078 1.12
9. Freyan V. Crishna 2,073,078 1.12
10. Nisaba Godrej 1,382,052 0.75
Pirojsha A. Godrej 1,382,052 0.75
Tanya A. Dubash 1,382,052 0.75
Total 180,024,118 97.24
The top 10 Shareholders as of two years prior to the date of filing of this Red Herring Prospectus are as
follows:

Shares (%)
1. Godrej Industries Limited 56,286,482* 60.81
3. Godrej Agrovet Limited Employees Stock Option Trust 4,107,348 4.44
4. Godrej And Boyce Manufacturing Company Limited 2,653,000 2.87
5. Nadir B. Godrej 2,073,078 2.24
6. Rishad K. Naoroji 2,073,078 2.24
8. Jamshyd N. Godrej jointly with Pheroza J. Godrej Navroze J. 1,036,539 1.12
Godrej (holding shares in trust as the trustees of the Raika Godrej
Family Trust wherein Raika Godrej is the beneficial owner)
83
Shares (%)
9. Nyrika V. Crishna 1,036,539 1.12
10. Freyan V. Crishna 1,036,539 1.12
Total 89,842,991 97.06
* 35 Equity Shares held jointly with Rakesh Dogra, S. Varadaraj, P.J. Bhat, Balram S. Yadav and P.N. Narkhede.
8. ESOP Scheme I and ESOP Scheme II
Pursuant to the resolution passed by our Board on October 30, 2012 and by our Shareholders on November 21, 2012,
our Company had instituted the ESOP Scheme I and ESOP Scheme II (collectively the ESOP Schemes) for issue
of options to eligible employees. All the options granted pursuant to the ESOP Schemes were administered through
the ESOP Trust which was settled by our Company pursuant to a trust deed dated November 27, 2012. On December
5, 2012, 586,764 Equity Shares of the Company were allotted to the ESOP Trust. Subsequently, 3,520,584 and
4,107,348 Equity Shares were further allotted to the ESOP Trust pursuant to the bonus issue on March 26, 2015 and
March 10, 2017, respectively. The objective of the ESOP Schemes include: (i) to motivate employees to better our
Companys performance continuously; (ii) to keep long association with our Company; (iii) to have employee
participation in shareholding of our Company; and (iv) bring long term value to the shareholders. In terms of the ESOP
Schemes, the Equity Shares would be transferred by the ESOP Trust to the option holder on exercise of the options.
i. ESOP Scheme I
The following table sets forth the particulars of the options granted under the ESOP Scheme I as on the date
of this Red Herring Prospectus:
Options granted Cumulative options granted: 3,686,914

The pricing formula At face value
Exercise price of options 10
Options vested (excluding Nil
options that have been exercised)
Options exercised 3,686,914
Total number of Equity Shares 3,686,914
that would arise as a result of full
exercise of options granted (net of
cancelled options)
Options 148,463 (These shares were forfeited and reallotted)
forfeited/lapsed/cancelled
Variation in terms of options Nil
Money realised by exercise of 2,633,510
options
Total number of options in force Nil
Employee wise details of options
granted to
(i) Senior managerial personnel,
i.e. Directors and key Name of employee Total number of options
management personnel granted
Balram S. Yadav 202,336
S. Varadaraj 201,890
P.N. Narkhede 201,890
Prafulla Bhat 121,131
Rakesh Dogra 96,902
Vinaykumar V. Mishra 117,096
Nasim Ali 92,866
Dhrubajyoti Banerjee 72,673
Sandeep Singh 33,656
(ii) Any other employee who Nil

received a grant in any one
year of options amounting to
5% or more of the options
granted during the year
84
(iii) Identified employees who Nil
are granted options, during
any one year equal to or
exceeding 1% of the issued
capital (excluding
outstanding warrants and
conversions) of our
Company at the time of grant
Fully diluted EPS on a pre-Issue Not applicable as all the options has been vested, exercised and
basis on exercise of options transferred to employees by March 2017.
calculated in accordance with
Accounting Standard (AS) 20
Earning Per Share
Difference between employee Not applicable as Company has computed employee cost at fair
compensation cost calculated value
using the intrinsic value of stock
options and the employee
compensation cost that shall have
been recognised if our Company
had used fair value of options and
impact of this difference on
profits and EPS of our Company
Weighted-average exercise prices Weighted-average exercise price: 10
and weighted-average fair values Weighted-average fair values of options: 10
of options shall be disclosed
separately for options whose
exercise price either equals or
exceeds or is less than the market
price of the stock
Description of the method and Black Scholes method
significant assumptions used
during the year to estimate the fair Fair value 154.14
values of options, including Share price 154.60
weighted-average information, Exercise price 10.00
namely, risk-free interest rate, Expected volatility (weighted-average) 0.00%
expected life, expected volatility, Expected life (weighted-average) 5
expected dividends and the price Expected dividends 0.00%
of the underlying share in market Risk-free interest rate (based on government
at the time of grant of the option bonds) 9.00%
Impact on profits and EPS of the

last three years if our Company Fiscal Impact on profit Impact on EPS
had followed the accounting ( million)
policies specified in Regulation 2017 106.63 Nil
15 of the SEBI ESOP Regulations 2016 51.01 Nil
in respect of options granted in 2015 51.11 Nil
the last three years
Intention of the holders of Equity Nil
Shares allotted on exercise of
options to sell their shares within
three months after the listing of
Equity Shares pursuant to the
Issue
Intention to sell Equity Shares Nil
arising out of ESOP Scheme I
within three months after the
listing of Equity Shares, by
Directors, senior management
personnel and employees having
Equity Shares arising out of the
ESOP Scheme I, amounting to
more than 1% of the issued
85
capital (excluding outstanding
warrants and conversions)
ii. ESOP Scheme II
The following table sets forth the particulars of the options granted under the ESOP Scheme II as on the date
Options granted Cumulative options granted: 4,527,782
The pricing formula At face value
Exercise price of options 10
Options vested (excluding options Nil

that have been exercised)
Options exercised 4,527,782
Total number of Equity Shares 4,527,782

that would arise as a result of full
exercise of options granted (net of
cancelled options)
Options Nil
forfeited/lapsed/cancelled
Variation in terms of options Nil
Money realised by exercise of 3,234,130

options
Total number of options in force Nil
Employee wise details of options

granted to
(i) Senior managerial personnel,

i.e. Directors and key Name of senior managerial Total number of options
management personnel personnel granted
Balram S. Yadav 2,910,698
(ii) Any other employee who

received a grant in any one Name of employee Total number of options granted
year of options amounting to Mark Kahn 1,617,084
5% or more of the options (19.68% of total options)
granted during the year Balram S. Yadav 2,910,698
(35.43% of total options)
(iii) Identified employees who are

granted options, during any Name of employee Total number of options granted
one year equal to or Balram S. Yadav 2,910,698
exceeding 1% of the issued (1.57% of issued capital)
capital (excluding
outstanding warrants and
conversions) of our Company
at the time of grant
Fully diluted EPS on a pre-Issue Not applicable as all the options has been vested, exercised and
basis on exercise of options transferred to employees by March 2017.
calculated in accordance with
Accounting Standard (AS) 20
Earning Per Share
86
Difference between employee Not applicable as Company has computed employee cost at fair
compensation cost calculated value.
using the intrinsic value of stock
options and the employee
compensation cost that shall have
been recognised if our Company
had used fair value of options and
impact of this difference on
profits and EPS of our Company
Weighted-average exercise prices Weighted-average exercise price : 10

and weighted-average fair values Weighted-average fair values of options : 10
of options shall be disclosed
separately for options whose
exercise price either equals or
exceeds or is less than the market
price of the stock
Description of the method and Black Scholes method

significant assumptions used
during the year to estimate the fair Fair value 154.14
values of options, including Share price 154.60
weighted-average information, Exercise price 10.00
namely, risk-free interest rate, Expected volatility (weighted-average) 0.00%
expected life, expected volatility, Expected life (weighted-average) 5
expected dividends and the price Expected dividends 0.00%
of the underlying share in market Risk-free interest rate (based on government bonds) 9.00%
at the time of grant of the option
Impact on profits and EPS of the

last three years if our Company Fiscal Impact on profit (million) Impact on EPS
had followed the accounting 2017 130.94 Nil
policies specified in Regulation 2016 62.65 Nil
15 of the SEBI ESOP Regulations 2015 62.77 Nil
in respect of options granted in the
last three years
Intention of the holders of Equity Nil

Shares allotted on exercise of
options to sell their shares within
three months after the listing of
Equity Shares pursuant to the
Issue
Intention to sell Equity Shares Nil

arising out of ESOP Scheme II
within three months after the
listing of Equity Shares, by
Directors, senior management
personnel and employees having
Equity Shares arising out of the
ESOP Scheme II, amounting to
more than 1% of the issued capital
(excluding outstanding warrants
and conversions)
9. Employee Share Purchase Scheme (ESPS)
Pursuant to the resolution passed by our Board dated July 18, 2017 and September 11, 2017 and a resolution of our
Shareholders in their EGM dated July 18, 2017, our Company has instituted the ESPS for issue of Equity Shares of up
to 405,500 Equity Shares. The objectives of the ESPS include: (i) reward past performance of the employees; (ii)
attract new talent; (iii) motivate the existing employees; (iv) provide the employees with a wealth creation opportunity;
and (v) reward the loyalty of employees. The identified employees include permanent employees, being Indian
87
residents, (including executive directors and non-executive directors but excluding the independent directors) of our
Company and Subsidiaries and our holding company. The Board has determined the list of employees which are
eligible to participate in the ESPS based on the eligibility criteria set out in the ESPS and accordingly, the grant letters
have been issued by the Board. The identified employees are required to submit an acceptance form. After the
announcement of the Price Band, which shall be separately communicated to the identified employees, on or prior to
the Bid/Issue Opening Date, the eligible employees are required to deposit the relevant amount towards the purchase
of Equity Shares under the ESPS in an ESPS cash escrow account (ESPS Escrow Account) to be opened by our
Company. The amount per Equity Share (Purchase Price) to be paid by the eligible employees shall be the Cap
Price fixed in the Issue. In the event the Issue Price is lower than the Purchase Price, the difference between the
Purchase Price and the Issue Price shall be refunded to the respective eligible employees within 15 Working Days
working days of allotment of Equity Shares pursuant to the ESPS. Further, in the event of failure of the Issue, the
Purchase Price deposited in the ESPS Escrow Account shall be refunded to the eligible employees. The allotment of
the Equity Shares pursuant to the ESPS shall be simultaneous with the Allotment in the Issue. The proposed issue of
Equity Shares under ESPS will be part of the Issue and at the Issue Price in accordance with the SEBI ESOP
Regulations. Further, Equity Shares issued under the ESPS shall not be subject to any lock-in in terms of Regulation
22(3) of the SEBI ESOP Regulation. ESPS shall terminate upon completion of the initial public offer.
Number of Equity Shares granted under the ESPS 405,500
Price at which Equity Shares are issued pursuant to the Issue Price, i.e., []
ESPS
Number of Equity Shares for which acceptance form 405,500

has been received from employees.
Total number of Equity Shares arising as a result of 405,500

purchase of Equity Shares under ESPS
Employee-wise details of the Equity Shares issued to

senior managerial personnel
Sr. Name No. of Equity
No. Shares
1. Balram S. Yadav 10,000
2. Ashok Hiremath 15,000
3. S. Varadaraj 5,000
4. Vivek Raizada 5,000
5. Sandeep Kumar Singh 5,000
6. Nasim Ali 5,000
7. Rakesh Dogra 5,000
8. P.N. Narkhede 5,000
9. Vinay Kumar Mishra 5,000
10. Rajeev Murthy 5,000
11. Prafulla Bhat 5,000
12. Salil Ramkrishna Chinchore 5,000
13. Raj Kanwar Singh 5,000
14. Sanjivani Sadani 5,000
15. Dharmender Kumar 5,000
16. Bhaskar Reddy 5,000
Any other employee who is issued Equity Shares in Nil
any one year amounting to 5% or more Equity Shares
issued during that year
Identified employees who were issued Equity Shares Nil

during any one year equal to or exceeding 1% of the
issued capital of our Company at the time of issuance
Intention of the holders of the Equity Shares allotted The employees holding Equity Shares at the time of listing of
under the ESPS to sell their Equity Shares within three the Equity Shares pursuant to the Issue may sell the Equity
months after the date of listing of Equity Shares Shares issued in connection with the ESPS within a period of
three months from the date of listing of the Equity Shares
Intention of the directors, senior management The directors, senior management personnel and employees
personnel and employees having Equity Shares issued having Equity Shares issued under the ESPS amounting to
more than 1% of the paid-up capital, holding Equity Shares
88
under the ESPS amounting to more than 1% of the at the time of listing of the Equity Shares pursuant to the Issue
paid-up capital, to sell their Equity Shares may sell the Equity Shares issued in connection with the
ESPS within a period of three months from the date of listing
of the Equity Shares
Diluted earning per Equity Shares pursuant to issuance []

of Equity Shares under ESPS
Consideration received against the issuance of Equity []

Shares
10. Except as disclosed in Our Management beginning on page 158, none of our Directors or Key Management
Personnel holds any Equity Shares in our Company.
11. As on the date of this Red Herring Prospectus, the BRLMs and their respective associates (in accordance with the
definition of associate company as provided under Section 2(6) of the Companies Act, 2013) do not hold any Equity
Shares in our Company.
12. Other than the allotment of 6,000 Preference Shares by our Company pursuant to a scheme of demerger approved by
High Court of Bombay by its order dated January 8, 2016 under Sections 391 to 394 of the Companies Act, 1956, our
Company has not allotted any Equity Shares or Preference Shares pursuant to any scheme approved under Sections
391 to 394 of the Companies Act, 1956 or Sections 230 to 232 of the Companies Act, 2013. For further details with
respect to allotment of Preference Shares, see Capital Structure Notes to Capital Structure Share Capital History
of our Company on page 75 and History and Certain Corporate Matters beginning on page 148.
13. Except as disclosed below, none of the members of the Promoter Group, the Promoters, the directors of the Promoters
or our Directors and their immediate relatives have purchased or sold any Equity Shares of our Company or the equity
shares of any of our Subsidiaries, during the period of six months immediately preceding the date of filing of the Draft
Red Herring Prospectus and this Red Herring Prospectus with the SEBI.
Date of Name of Transferor Name of Promoter / Total number of Percentage of

Transaction Transferee Promoter Group / Equity Shares pre-Issue
Directors of transferred capital
Promoter /
Directors
March 23, ESOP Trust Balram S. Yadav Transferee - 3,105,116 1.68
2017 Director
March 24, ESOP Trust Balram S. Yadav Transferee - 7,918 Negligible
2017 Director
March 30, Godrej And Boyce GIL Transferor - 5,330,600 2.88
2017 Manufacturing Promoter Group
Company Limited Transferee -
Promoter
June 13, 2017 Kotak Mahindra Anamudi Real Transferee - 1,617,084 0.87
Prime Limited Estates LLP Promoter Group
June 14, 2017 Anamudi Real DSP HMK Transferor - 800,000 0.43
Estates LLP Holdings Private Promoter Group
Limited
June 14, 2017 Anamudi Real DSP Adiko Transferor - 800,000 0.43
Estates LLP Holdings Private Promoter Group
Limited
June 19, 2017 Anamudi Real Dinyar Transferor - 500 Negligible
Estates LLP Shavakshaw Promoter Group
Mota
June 20, 2017 Anamudi Real Kayzad Kararia Transferor - 5,000 Negligible
Estates LLP Promoter Group
June 21, 2017 Anamudi Real Kaikhushru Transferor - 5,000 Negligible
Estates LLP Minocher Promoter Group
Kavarana
June 27, 2017 Open Market (Astec Balram S. Yadav Transferee - 5,367 Negligible
LifeSciences Director
Limited)
89
Date of Name of Transferor Name of Promoter / Total number of Percentage of
Transaction Transferee
Promoter Group / Equity Shares pre-Issue
Directors of transferred capital
Promoter /
Directors
July 7, 2017 Anamudi Real Robin Pinto Transferor - 3,292 Negligible
Estates LLP Promoter Group
July 7, 2017 Anamudi Real Rashmi Bharat Transferor - 3,292 Negligible
Estates LLP Dalvi Promoter Group
August 11, Open Market (Astec Balram S. Yadav Transferee - 1,936 Negligible
2017 LifeSciences Director
Limited)
14. As of September 14, 2017, the total number of Shareholders is 138.
15. Neither our Company nor any of our Directors or the Selling Shareholders have entered into any buy-back and/or
standby arrangements for purchase of Equity Shares from any person. Further, the BRLMs have not made any buy-
back and/or standby arrangements for purchase of Equity Shares from any person.
16. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into
the Equity Shares as on the date of this Red Herring Prospectus which would entitle any person the right to acquire or
receive any Equity Shares after the Issue.
17. Our Company has not issued any Equity Shares out of revaluation reserves or unrealised profits.
18. All Equity Shares Allotted pursuant to the Issue will be fully paid-up at the time of Allotment and there are no partly
paid-up Equity Shares as on the date of this Red Herring Prospectus.
19. Any over-subscription to the extent of 10% of the Net Issue can be retained for the purposes of rounding off to the
nearer multiple of minimum allotment lot.
20. There have been no financial arrangements whereby our Promoter Group, the directors of our Promoters, our Directors
and their relatives have financed the purchase by any other person of securities of our Company, during a period of
six months preceding the date of the Draft Red Herring Prospectus, other than in the normal course of business of the
financing entity.
21. No person connected with the Issue, including, but not limited to, the BRLMs, the members of the Syndicate, our
Company, Directors, Promoters, members of our Promoter Group , Group Companies and Selling Shareholders shall
offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any
Bidder for making a Bid.
22. Other than as disclosed in this Red Herring Prospectus, our Company presently does not intend or propose to alter its
capital structure for a period of six months from the Bid/Issue Opening Date, by way of split or consolidation of the
denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or
exchangeable, directly or indirectly for Equity Shares) whether on a preferential basis or by way of issue of bonus
shares or on a rights basis or by way of further public issue of Equity Shares or qualified institutions placements or
otherwise.
23. Except for the Pre-IPO Placement, Equity Shares proposed to be allotted to the Eligible Employees of our Company
under the ESPS, and the Issue, there will be no further issue of Equity Shares whether by way of issue of bonus shares,
preferential allotment, rights issue or in any other manner during the period commencing from filing of the Draft Red
Herring Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges.
24. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.
25. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to
time.
26. In terms of Rule 19(2)(b)(iii) of the SCRR, this is an Issue for at least 10% of the post-Issue paid-up Equity Share
capital of our Company. The Issue is being made in accordance with Regulation 26(1) of the SEBI ICDR Regulations
through the Book Building Process wherein not more than 50% of the Net Issue shall be allocated on a proportionate
basis to QIBs, provided that our Company may allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis, out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids
being received from domestic Mutual Funds at or above the Anchor Investor Issue Price, in accordance with the SEBI
ICDR Regulations. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on
90
a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on
a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids
being received at or above the Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation
on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for
allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being
received at or above the Issue Price.
27. Under-subscription if any, in any category, except in the QIB Category, would be allowed to be met with spill over
from any other category or a combination of categories (including the Employee Reservation Portion) at the discretion
of our Company, in consultation with the BRLMs and the Designated Stock Exchange. Under-subscription, if any, in
the Employee Reservation Portion will be added back to the Net Issue Portion.
28. Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoter Group during
the period between the date of registering this Red Herring Prospectus with the RoC and the date of closure of the
Issue shall be reported to the Stock Exchanges within 24 hours of the transactions.
91
OBJECTS OF THE ISSUE
The Issue comprises a Fresh Issue and an Offer for Sale.
Offer for Sale
Each of the Selling Shareholders will be entitled to the respective portion of the proceeds of the Offer for Sale net of their
proportion of Issue related expenses. Our Company will not receive any proceeds from the Offer for Sale. Except for listing fees
which shall be solely borne by our Company, all Issue expenses will be shared, upon successful completion of the Issue, between our
Company and the Selling Shareholders on a pro-rata basis, in proportion to the Equity Shares issued and allotted by our Company in
the Fresh Issue and the Equity Shares sold by the Selling Shareholders in the Offer for Sale .
Fresh Issue
Our Company proposes to utilise the Net Proceeds from the Fresh Issue towards:
(i) repayment or prepayment of working capital facilities availed by our Company;
(ii) repayment of commercial papers issued by our Company; and
(iii) general corporate purposes, subject to the applicable laws.
Net Proceeds
The details of the Net Proceeds are set forth below:
Particulars Amount (in million)*

#
Gross Proceeds of the Fresh Issue 2,915.12
(Less) Issue related expenses in relation to the Fresh Issue * []
Net Proceeds []
#
Includes the proceeds, if any, received by our Company pursuant to the Pre-IPO Placement.
*
To be determined upon finalisation of the Issue Price.
Utilisation of Net Proceeds
The Net Proceeds are proposed to be used in accordance with the details as set forth below:
Particulars Amount (in million)

Repayment or prepayment of working capital facilities availed by our Company 1,000
Repayment of commercial papers issued by our Company 1,500
General corporate purposes* []
Net Proceeds []
* To be determined upon finalisation of the Issue Price.
The main objects clause of our Memorandum of Association enables our Company to undertake our existing business activities
including undertaking activities for which loans were raised or commercial papers were issued.
Schedule of Implementation and Deployment of Net Proceeds
The Net Proceeds are currently expected to be deployed in accordance with the schedule set forth below:
(In million)
Particulars Total estimated Amount to be Deployment in
costs funded from the Financial
the Net Year 2018
Proceeds
Repayment or prepayment of working capital facilities availed by our 1,000 1,000 1,000
Company
Repayment of commercial papers issued by our Company 1,500 1,500 1,500
General corporate purposes* [] [] []
Total [] [] []
*
To be determined upon finalisation of the Issue Price.
92
Means of Finance
The entire requirement of funds towards objects of the Fresh Issue will be met from the Net Proceeds. Accordingly, we confirm
that there is no requirement for us to make firm arrangements of finance through verifiable means towards at least 75% of the
stated means of finance, in addition to the Net Proceeds.
Details of the Objects of the Issue
1. Repayment or prepayment of working capital facilities availed by our Company
Our Company has been sanctioned a working capital facility and a FCNRB facility dated October 26, 2016 (signed on
November 22, 2016) and May 8, 2017 availed from Citibank N.A., acting through its Bengaluru Branch (the
Facility), aggregating to 1,300 million. Our Company has drawn down an amount of 1,300 million under this
Facility. Our Company intends to utilize 1,000 million of the Net Proceeds towards repayment or prepayment of the
Facility.
The interest rate for this Facility is mutually agreed between Citibank N.A. and our Company and is charged to our
Companys account at the end of each month, subject to RBI guidelines. The Facility is unsecured, and is repayable
upon demand at any time by Citibank N.A., within seven days of the notice being issued in this regard. There are no
prepayment or repayment penalties under this Facility.
We believe that such repayment or prepayment will help reduce our outstanding indebtedness and debt servicing costs
and enable utilization of the internal accruals for further investment in business growth and expansion.
The following table provides details of the amounts drawn down under the Facility availed by our Company from
Citibank N.A. and proposed to be repaid or prepaid from the Net Proceeds:
Sr. No. Amount outstanding as on September 12, 2017 (in million) Interest rate (%) p.a.
1. 550 6.08
2. 510 6.30
Total 1,060
Pursuant to certificate dated September 13, 2017, Kalyaniwalla & Mistry LLP, Chartered Accountants have certified
that the amount drawn down under the Facility has been utilized for the purposes for which it was sanctioned.
Given the nature of these borrowing facilities and the terms of repayment/ prepayment, the aggregate outstanding loan
amounts may vary from time to time. In addition to the above, we may, from time to time, enter into further financing
arrangements and draw down funds thereunder. In such cases or in case any of the above loans are repaid/ prepaid or
further drawn-down prior to the completion of the Issue, we may utilize Net Proceeds of the Issue towards repayment/
prepayment of such additional indebtedness.
2. Repayment of commercial papers
Our Company has issued commercial paper dated July 6, 2017 in favour of the State Bank of India for 1,500 million
(the July 6 Commercial Paper), which is due on October 31, 2017. The rate of interest applicable to this commercial
paper is 6.55% p.a. As the commercial paper is a tradeable instrument, maturity amount of 1,500 million will be
payable by our Company to the holder of the commercial paper as on October 31, 2017.
The amount raised by the issue of July 6 Commercial Paper has been used for working capital purposes in accordance
with the borrowing arrangements, as certificated by the Kalyaniwalla & Mistry LLP, Chartered Accountants pursuant
to their certificate dated September 13, 2017.
In the event the Net Proceeds are not available to make the payment of 1,500 million on October 31, 2017, our
Company will issue a new commercial paper for 1,500 million and repay the July 6 Commercial Paper. Accordingly,
the issue proceeds would then be used to repay the new commercial paper issued for 1,500 million.
3. General Corporate Purposes
Our Company proposes to deploy the balance Net Proceeds aggregating to [] million (net of issue expenses in
relation to the Fresh Issue) towards general corporate purposes, subject to such utilisation not exceeding 25% of the
Net Proceeds, in compliance with the SEBI ICDR Regulations. The general corporate purposes for which our Company
proposes to utilise Net Proceeds include strategic initiatives and acquisitions, funding initial stages of equity
contribution towards our objects, working capital requirements, investments into our Subsidiaries and joint ventures,
part or full debt repayment/ prepayment of our Company, strengthening of the marketing capabilities, as may be
applicable.
93
In addition to the above, our Company may utilise the Net Proceeds towards other expenditure considered expedient
and as approved periodically by the Board or a duly constituted committee thereof, subject to compliance with
necessary provisions of the Companies Act. The quantum of utilisation of funds towards each of the above purposes
will be determined by our Board, based on the amount actually available under this head and the business requirements
of our Company, from time to time. Our Companys management, in accordance with the policies of the Board, shall
have flexibility in utilising surplus amounts, if any.
Interim use of Net Proceeds
Our Company, in accordance with the policies formulated by our Board from time to time, will have flexibility to
deploy the Net Proceeds. Pending utilization of the Net Proceeds for the purposes described above, our Company will
temporarily invest the Net Proceeds in deposits in one or more scheduled commercial banks included in the Second
Schedule of Reserve Bank of India Act, 1934 as may be approved by our Board.
In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net
Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in the
equity markets.
Bridge Financing Facilities
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Red Herring
Prospectus, which are proposed to be repaid from the Net Proceeds.
Issue Expenses
The total Issue related expenses are estimated to be approximately [] million. The Issue related expenses consist of
listing fees, underwriting fees, selling commission and brokerage, fees payable to the BRLMs, legal counsel to the
Company and the BRLMs, Registrar to the Issue, Bankers to the Issue including processing fee to the SCSBs for
processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to SCSBs, brokerage
and selling commission payable to Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising
and marketing expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges. Our
Company will not receive any proceeds from the Offer for Sale. Except for listing fees which shall be solely borne by
our Company, all Issue expenses will be shared, upon successful completion of the Issue, between our Company and
the Selling Shareholders on a pro-rata basis, in proportion to the Equity Shares issued and allotted by our Company in
the Fresh Issue and the Equity Shares sold by the Selling Shareholders in the Offer for Sale. However, in the event
that the Issue is withdrawn by our Company or not completed for any reason whatsoever, all the Issue related expenses
will be solely borne by our Company. Any payments by our Company in relation to the Issue expenses on behalf of
the Selling Shareholders shall be reimbursed by the Selling Shareholders to our Company inclusive of taxes. The
break-up for the estimated Issue expenses are as follows:
Activity Amount (1) As a % of total As a % of Issue

( in million) estimated Issue related size(1)
expenses(1)
Payment to the BRLMs (including underwriting fees, [] [] []
brokerage and selling commission)
Commission and processing fees for SCSBs(2) (3) [] [] []
Brokerage and selling commission for members of the [] [] []
Syndicate, Registered Brokers RTAs and CDPs)(4)
Fees payable to Registrar to the Issue [] [] []
Printing and stationery expenses [] [] []
Advertising and marketing expenses [] [] []
Others: [] [] []
i. Listing fees;
ii. SEBI, BSE and NSE processing fees;
iii. Fees payable to Legal Counsels; and
iv. Miscellaneous
Total estimated Issue expenses [] [] []
(1)
Will be completed after finalisation of the Issue Price.
(2)
Selling commission payable to the SCSBs on the portion for Retail Individual Investors and Non-Institutional Investors, which are directly procured by
them would be as follows:
Portion for Retail Individual Investors 0.30% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors 0.15% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price
No additional uploading/processing charges shall be payable to the SCSBs on the applications directly procured by them.
The Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE.
(3)
Processing fees payable to the SCSBs for processing the Bid cum Application Form procured from Retail Individual Investors and Non-Institutional
Investors by members of the Syndicate /Sub-Syndicate Members/Registered Brokers /RTAs /CDPs and submitted to SCSBs for blocking would be as
follows:
Portion for Retail Individual Investors INR 10.00 per valid Bid cum Application Form * (plus applicable taxes)
94
Portion for Non-Institutional Investors INR 10.00 per valid Bid cum Application Form * (plus applicable taxes)
*For each valid Application.
(4)
Brokerages, selling commission and processing/uploading charges on the portion for Retail Individual Investors and the portion for Non-Institutional
Investors which are procured by members of Syndicate (including their Sub-Syndicate Members), RTAs and CDPs would be as follows:
Brokerages, selling commission payable to the members of Syndicate (including their Sub-Syndicate Members), RTAs and CDPs on the portion for Retail
Individual Investors and the portion for Non-Institutional Investors which are procured by them:
Portion for Retail Individual Investors 0.30% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors 0.15% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price
The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application form number / series, provided
that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application form
number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / Sub-
Syndicate Member.
The payment of Selling Commission payable to the sub-brokers / agents of Sub-Syndicate Members are to be handled directly by the respective Sub-Syndicate
Member.
The Selling Commission payable to the RTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE.
Uploading Charges: are applicable only in case of Syndicate ASBA, Rs. 10 per valid application (plus applicable taxes) bid by the members of the Syndicate,
RTAs and CDPs.
The Bidding/Uploading Charges payable to the Syndicate / Sub-Syndicate Members, RTAs and CDPs will be determined on the basis of the bidding terminal id
as captured in the Bid Book of BSE or NSE.
Selling commission payable to the Registered Brokers on the portion for Retail Individual Bidders and Non-Institutional Bidders which are directly procured by
the Registered Brokers and submitted to SCSB for processing would be as follows:
Portion for Retail Individual Bidders Rs. 10 per valid application* (plus applicable taxes)
Portion for Non-Institutional Bidders Rs. 10 per valid application* (plus applicable taxes)
*Based on Valid Applications.
(All of the above are exclusive of applicable taxes)
Pursuant to the SEBI Listing Regulations, our Company shall disclose to the Audit Committee the application of the
Net Proceeds. The Audit Committee shall make recommendations to our Board for further action, if appropriate. Our
Company shall, on an annual basis, prepare a statement of funds utilised for purposes other than those stated in this
Red Herring Prospectus and place it before the Audit Committee. Such disclosure shall be made only till such time
that all the Net Proceeds have been utilised in full. The statement shall be certified by the statutory auditors of our
Company. Furthermore, in accordance with the SEBI Listing Regulations, our Company shall furnish to the Stock
Exchanges on a quarterly basis, a statement including deviations, if any, in the utilization of the Net Proceeds of the
Issue from the objects of the Issue as stated above and details of category wise variation in the actual utilization of the
Net Proceeds of the Issue from the objects of the Issue as stated above. The information will also be published in
newspapers simultaneously with the submission of such information to the Stock Exchanges, after placing the same
before the Audit Committee. We will disclose the utilization of the Net Proceeds under a separate head along with
details in our balance sheet(s) until such time as the Net Proceeds remain unutilized clearly specifying the purpose for
which such Net Proceeds have been utilized.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act, 2013, our Company shall not vary the objects of the
Fresh Issue without our Company being authorised to do so by the Shareholders by way of a special resolution through
a postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution
(Postal Ballot Notice) shall specify the prescribed details as required under the Companies Act, 2013. The Postal
Ballot Notice shall simultaneously be published in the newspapers, one in English and one in Marathi, the vernacular
language of the jurisdiction where our Registered Office is situated. Our Promoters will be required to provide an exit
opportunity to such shareholders who do not agree to the above stated proposal, at a price and in such manner as may
be prescribed by SEBI in Chapter VI-A of the SEBI ICDR Regulations.
Other Confirmations
No part of the Net Proceeds will be paid by our Company as consideration to our Promoters, our Board, our Key
Management Personnel or our Group Companies. Except in the normal course of business and in compliance with
applicable law, there are no existing or anticipated transactions in relation to utilisation of Net Proceeds with our
Promoters, our Board, our Key Managerial Personnel, our associate company or our Group Companies.
Monitoring Agency
HDFC Bank Limited has been appointed as the Monitoring Agency for monitoring the utilization of net proceeds, as
our Issue size (excluding the offer for sale by the Selling Shareholders) exceeds 1,000 million, in accordance with
Regulation 16 of the SEBI ICDR Regulations. Our Audit Committee and the Monitoring Agency will monitor the
utilization of the Net Proceeds.
95
BASIS FOR ISSUE PRICE
The Issue Price will be determined by our Company in consultation with the BRLMs, on the basis of assessment of market
demand for the Equity Shares offered through the Book Building Process and on the basis of quantitative and qualitative factors
as described below. The face value of the Equity Shares is 10 each and the Issue Price is [] times the face value at the lower
end of the Price Band and [] times the face value at the higher end of the Price Band. Investors should also refer to Our
Business, Risk Factors, Financial Statements and Managements Discussion and Analysis of Financial Condition and
Results of Operations beginning on pages 128, 16, 213 and 459, respectively, to have an informed view before making an
investment decision.
Qualitative Factors
Some of the qualitative factors which form the basis for computing the Issue Price are:
1. Pan-India Presence with Extensive Supply and Distribution Network;
2. Diversified businesses with synergies in operations;
3. Strong R&D capabilities;
4. Strong parentage and established brands; and
5. Experienced promoters and management team.
For further details, see Our Business Our Competitive Strengths beginning on page 129.
Quantitative Factors
The information presented below relating to our Company is based on the standalone and consolidated Restated Financial
Statements. For further details, see Financial Statements beginning on page 213.
Our Company has undertaken a Pre-IPO Placement post the filing of the Draft Red Herring Prospectus, wherein on September
14, 2017, our Company allotted an aggregate of 192,901 Equity Shares at a price of 440 per Equity Share for cash
consideration aggregating to 84.88 million to identified employees of certain of our Group Companies and Joint Ventures.
For information in relation to the allottees, see Capital Structure Notes to the Capital Structure Equity Share Capital
History of our Company on page 75. Further, our Company issued letters of grant each dated September 11, 2017 under the
ESPS to identified employees of our Company, Subsidiaries and our holding company, granting up to 405,500 Equity Shares
of our Company. For information, see Capital Structure Notes to the Capital Structure Employee Share Purchase Scheme
(ESPS) on page 87.
In addition, some of the quantitative factors which may form the basis for calculating the Issue Price are as follows:
I. Basic and Diluted Earnings per Share (EPS) (Face value of 10 each), as adjusted for change in capital:
On a standalone basis:
Financial period Basic EPS () Diluted EPS () Weight

March 31, 2017 9.05 8.66 3
March 31, 2016 8.24 7.87 2
March 31, 2015 8.11 7.75 1
Weighted Average 8.62 8.25
Three month period ended June 30, 2017* 3.25 3.25
* Not annualized
On a consolidated basis:
Financial Year ended Basic EPS () Diluted EPS () Weight

March 31, 2017 11.45 10.95 3
March 31, 2016 9.78 9.35 2
March 31, 2015 8.99 8.59 1
Weighted Average 10.48 10.02
Three month period ended June 30, 2017* 3.88 3.88
* Not annualized
Net profit/(loss) after tax before exceptional items, as restated
96
Basic earnings per share () = Weighted average number of equity shares outstanding during the year

Diluted earnings per share () =
Weighted average number of potential equity shares outstanding during the year
NOTES:
(1) Basic and diluted earnings per Equity Share are computed in accordance with Indian Accounting Standard 33 Earnings per
Share, notified accounting standard by the Companies (Indian Accounting Standards) Rules of 2015 (as amended).
(2) The above statement should be read with significant accounting policies and notes on Restated Financial Statements as
appearing in the Financial Statements.
II. Price/Earning (P/E) ratio in relation to Price Band of [] to [] per Equity Share:
Particulars P/E at the lower end of the P/E at the higher end of the
Price Band Price Band
(number of times) (number of times)
Based on basic EPS for the year ended March 31, 2017 [] []
on an standalone basis
Based on basic EPS for the year ended March 31, 2017 [] []
on a consolidated basis
Diluted EPS for the year ended March 31, 2017 on an [] []
standalone basis
Diluted EPS for the year ended March 31, 2017 on a [] []
consolidated basis
III. Average Return on Net Worth (RoNW)
As per standalone Restated Financial Statements:
Financial Year ended RoNW (%) Weight

March 31, 2017 20.69 3
March 31, 2016 22.94 2
March 31, 2015 26.72 1
Weighted Average 22.45
Three month period ended June 30, 2017* 6.35
*Not annualized
As per consolidated Restated Financial Statements:
Financial Year ended RoNW (%) Weight

March 31, 2017 22.71 3
March 31, 2016 23.94 2
March 31, 2015 27.12 1
Weighted Average 23.86
Three month period ended June 30, 2017* 6.75
*Not annualized
Return on net worth (%) =
Net worth as restated as at year end
Consolidated Return on net worth is equal to net profit attributable to Equity Shareholders excluding Exceptional
Items.
IV. Minimum Return on Total Net Worth after Issue and after issue of Equity Shares under ESPS, required for
maintaining pre-Issue EPS as at March 31, 2017:
To maintain pre-Issue basic EPS:
1. Based on standalone Restated Financial Statements:
i. At the Floor Price - []%
ii. At the Cap Price - []%
97
2. Based on consolidated Restated Financial Statements:
To maintain pre-Issue diluted EPS:
1. Based on standalone Restated Financial Statements:
2. Based on consolidated Restated Financial Statements:
V. Net Asset Value per Equity Share (Face value of 10 each)
NAV per Equity Share Standalone Restated Financial Consolidated Restated Financial
Statements Statements
As on March 31, 2017 48.78 54.54
As on June 30, 2017 51.77 57.94
At Floor Price [] []
At Cap Price [] []
At Issue Price [] []
Net Asset Value Per Net Worth at the end of the period/year divided by Number of Equity Shares
Equity Share = outstanding at the end of year/period
VI. Comparison with Listed Industry Peers
We believe that none of the listed companies in India are engaged in a portfolio of business similar to ours.
VII. The Issue price is [] times of the face value of the Equity Shares
The Issue Price of [] has been determined by our Company in consultation with the BRLMs, on the basis of demand
from investors for Equity Shares through the Book Building Process and, is justified in view of the above qualitative
and quantitative parameters.
VIII. Average cost of acquisition of Equity Shares acquired by our Promoters
The details of average cost of acquisition of Equity Shares acquired by our Promoters are set out below:
Name of our Promoters Average cost of acquisition per Equity Share (in )*
GIL 30.64
Adi B. Godrej 5.85
Investors should read the above mentioned information along with Risk Factors, Our Business, Managements Discussion
and Analysis of Financial Condition and Results of Operations and Financial Statements on pages 16, 128, 459 and 213,
respectively, to have a more informed view. The trading price of the Equity Shares could decline due to the factors mentioned
in the Risk Factors and you may lose all or part of your investments.
98
STATEMENT OF TAX BENEFITS
To,
The Board of Directors
3rd Floor, Godrej One,
Pirojshanagar, Vikhroli (East),
Off Eastern Express Highway,
Mumbai 400 079
12 September 2017
Dear Sirs,
Subject: Statement of possible special tax benefits (the Statement) available to Godrej Agrovet Limited (the
Company) and its Shareholders prepared in accordance with the requirement in Schedule VIII Clause (VII) (L) of
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended
(the Regulations)
This report is issued in accordance with the terms of our engagement letter dated 22 August 2017.
We hereby report that the enclosed Statement prepared by the Company, initialed by us and the Company for identification
purpose, states the possible special tax benefits available to the Company and to its shareholders under the Income-tax Act,
1961 (the Act) and Income tax Rules, 1962 including amendments made by Finance Act 2017 (together the Tax Laws),
presently in force in India as on the signing date (i.e. applicable for financial year 2017-18, relevant to the assessment year
2018-19). These possible special tax benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders to derive these
possible special tax benefits is dependent upon their fulfilling such conditions, which is based on business imperatives the
Company may face in the future and accordingly, the Company or its shareholders may or may not choose to fulfill.
The benefits discussed in the enclosed Statement only cover the possible special tax benefits available to the Company and its
shareholders, the benefits are not exhaustive and do not cover any general tax benefits available to the Company. Further, the
preparation of the enclosed Statement and its contents is the responsibility of the management of the Company. We are informed
that the Statement is only intended to provide general information to the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each
investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the proposed initial public offering of equity shares of the Company comprising a fresh issue of equity shares
and an offer for sale of equity shares by certain shareholders (the Proposed Offer) particularly in view of the fact that certain
recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the possible special
tax benefits, which an investor can avail. Neither we are suggesting nor advising the investors to invest money based on the
Statement.
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes
(Guidance Note) issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with
ethical requirements of the Code of Ethics issued by the Institute of Charted Accountants of India.
We do not express any opinion or provide any assurance as to whether:
i) the Company or its shareholders will continue to obtain these possible special tax benefits in future; or
ii) the conditions prescribed for availing the possible special tax benefits where applicable, have been/would be met with.
The contents of this Statement are based on the information, explanations and representations obtained from the Company and
on the basis of our understanding of the business activities and operations of the Company.
Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue
authorities/ courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its
interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent
to such changes. We shall not be liable to the Company for any claims, liabilities or expenses relating to this assignment except
to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or
intentional misconduct. We will not be liable to any other person in respect of this Statement, except as per applicable law.
99
We hereby give consent to include this Statement in the Red Herring Prospectus, the Prospectus and in any other material used
in connection with the Proposed Offer, and is not to be used, referred to or distributed for any other purpose without our prior
written consent.
For B S R & Co. LLP

Chartered Accountants
Firms Registration No: 101248W/W-100022
Koosai Lehery
Partner
Membership No: 112399
100
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS UNDER THE APPLICABLE TAX LAWS IN INDIA
Outlined below are the possible special tax benefits available to the Company and its shareholders under the direct tax laws in
force in India (i.e. applicable for the Financial Year 2017-18 relevant to the assessment year 2018-19). These benefits are
dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability
of the Company or its shareholders to derive the possible special tax benefits is dependent upon fulfilling such conditions,
which based on business imperatives it faces in the future, it may or may not choose to fulfill.
UNDER THE INCOME TAX ACT, 1961 (THE ACT)
A. BENEFITS TO THE COMPANY UNDER THE ACT:
The Company will be entitled to deduction under the sections mentioned hereunder from its total income chargeable
to Income Tax.
1. Special tax benefits available to the Company
a) Deduction under section 35(2AB) of the Act: As per section 35(2AB) of the Act, where a company engaged
in the business of bio-technology or in any business of manufacture or production of any article or thing,
incurs any expenditure on scientific research (not being expenditure in the nature of cost of any land or
building) on in-house research and development facility as approved by the prescribed authority, then, there
shall be allowed a deduction of a sum equal to two times of the expenditure so incurred. The company has
two approved research and development facilities and has been claiming deduction under this section. Such
weighted deduction under section 35(2AB) is available till assessment year 2020-21.
b) Deduction under section 35CCC of the Act: As per section 35CCC of the Act, where a company incurs
expenditure on agricultural extension project notified by the Central Board of Direct Taxes (Board), it will
be allowed a deduction of a sum equal to one and half times of the expenditure so incurred. Such weighted
deduction under section 35CCC is available till assessment year 2020-21.
The Company has obtained requisite approval from the Board in respect of agricultural extension projects undertaken
by the company and are eligible for claiming a weighted deduction of 150% on the expenditure incurred on agricultural
extension project.
2. Special tax benefits available to the shareholders of the Company
There are no special tax benefits available to the shareholders of the company.
Notes:
(i) The above Statement covers only certain relevant direct tax law benefits and does not cover any indirect law benefits or
benefit under any other law.
(ii) All the above benefits are as per the Current Tax Laws and any change or amendment in the laws/regulation, which when
implemented would impact the same.
(iii) The possible special tax benefits are subject to conditions and eligibility criteria which need to be examined for tax
implications.
101
SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
The information contained in this section is derived from the CRISIL research report titled Animal Feed Sector in India
published in June 2017, (CRISIL Animal Feed Report), the CRISIL research report titled A study of the Indian crop
protection industry published in June 2017 (CRISIL Crop Protection Report), Oil Palm A Critical Study of its Role in
Contributing the Vegetable Oil Economy in India by Dr. P Rethinam (Oil Palm Report), the iMarc report titled Dairy
Industry in India: 2017 Edition published in 2017 (IMARC Report), the Nielsen report titled Sizing of the Processed
Poultry Market in India and Estimating the Share of Godrej Agrovets Offering published in July 2017 (Poultry Report),
the LightCastle Partners report titled Market Mapping and Growth Prospects of Poultry, Cattle and Fish Feed Industry in
Bangladesh (Bangladesh Report) and other publicly available sources. Neither we, nor any other person connected with
the Offer has independently verified this information. Industry sources and publications generally state that the information
contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and
underlying assumptions are not guaranteed and their reliability cannot be assured. Industry publications are also prepared
based on information as of specific dates and may no longer be current or reflect current trends.
The Indian Economy
India has the fourth largest economy in the world by purchasing power parity (Source:
https://www.cia.gov/library/publications/the-world-factbook/geos/in.html). Against a background of global instability, India
registered a growth of 7.6% during the financial year 2016, becoming the fastest growing major economy in the world. During
the same period, macroeconomic parameters such as inflation, fiscal deficit and current account balance all exhibited signs of
improvement. The financial year 2016 has also witnessed the launch of several government programs and initiatives designed
to boost manufacturing, industrial growth, foreign direct investment and ease of doing business. At the sectoral level, growth
of agriculture and allied sectors improved significantly in the financial year 2017, following the normal monsoon in the current
year. Favourable weather and moisture conditions suggest an increase in production of wheat and pulses. The growth rate for
agriculture and allied sectors is estimated to be 4.1% for the financial year 2017. (Source: Economic Survey 2015-16, available
at indiabudget.nic.in)
Animal Feed
Current market size of global animal feed
In terms of sales volume, the size of the compound animal feed industry has been estimated to be approximately 1 billion
million tons (MT) in the calendar year 2015. In terms of sales value, the feed industry has been valued at an estimated $400
billion as of the calendar year 2015. In the calendar year 2015, China was the largest producer of animal feed, contributing 19%
of sales volume, followed by the United States of America at 17% and the European Union at 16%. Of the total one billion tons
of animal feed produced globally, poultry feed accounts for the largest share at 45%, followed by the pig feed segment at 26%
and cattle and other ruminants at 20%. Aquaculture, which includes shrimp and fish feed, accounts for 4%, while others account
for approximately 5%.
Overview of the animal compound feed industry in India
CRISIL Research estimates the animal compound feed industry in India to be valued at approximately 715 to 725 billion as
of the financial year 2017. In terms of sales volume, India is one of the largest global producer of animal feed with an annual
production of between 25 million MT and 27 million MT. Going forward, the industry is expected to grow at a CAGR of 13%
to 14%, reaching a market size of between 1,060 and 1,070 billion by the financial year 2020. Among the three segments,
aqua feed is expected to grow the fastest at a CAGR of between 15% and 16%, followed by poultry feed at a CAGR of between
14% to 15% and cattle feed at a CAGR of between 10% to 11% by the financial year 2020.
The following table sets forth the size of the Indian animal compound feed industry:
Feed Segment Industry size by Industry size by value Industry size by Industry size by value
volume as of the as of the financial volume as of the as of the financial
financial year 2017 year 2017 financial year 2020 year 2020
(million tonnes) (in Billion) (million tonnes) (in Billion)
Poultry Feed 16-17 480-490 20-21 730-740
Cattle Feed 7.5-8.5 148-150 9-10 197-199
Aqua Feed 1.6-1.8 85-86 2.1-2.3 131-132
Total 25.1-27.3 715-725 31.1-33.3 1,060-1,070
(Source: CRISIL Animal Feed Report)
The poultry feed industry constitutes nearly two-thirds of the total feed industry, due to high penetration of compound feed,
especially in the broiler segment. In contrast, the share of cattle feed stands lower at 21%, despite India being the largest milk
102
producer in the world. This is largely due to the fact that farmers continue to rely on grazing as a means of feed and the overall
penetration of compound feed has remained low. Aqua feed, which currently enjoys a share of 12%, has been witnessing growth
mainly on account of increased usage of shrimp feed. Under aquaculture, shrimp exports have seen a robust growth at a CAGR
of 33% between the financial year 2010 and the financial year 2015, and since shrimp cultivation is largely organised, it has
had a cascading effect on the consumption of shrimp feed.
Poultry industry in India
The poultry industry can be broadly divided into broiler and layer, of which, the broiler segment represents chicken for meat
consumption and the layer segment represents egg laying chickens.
The total poultry feed requirement in India has been estimated at between 21 million MT and 22 million MT, based on the
overall poultry population and typical feed conversion ratios. Of this, approximately 16 million MT to 17 million MT is
contributed by compound feed as of the financial year 2017. In terms of sales value, the poultry feed industry, comprising
broiler and layer feeds, has been estimated at between 480 and 490 billion as of the financial year 2017. The poultry feed
sector is expected to grow at a CAGR of 14% to 15% in the next three years to reach between 730 and 740 billion by the
financial year 2020. Broiler feed comprised 85% of the industry, or between 13.5 million MT and 14.5 million MT in the
financial year 2017. The total feed production for the layer segment was between 2 million MT and 3 million MT during the
Compound feed is mix of raw materials and additives formulated according to the specific requirements of the target animal.
Concentrates are used with another feed to improve the nutritive balance of the total, which is intended to be further diluted and
mixed to produce a supplement or a complete feed. Balanced animal nutrition allows feed manufacturers to help livestock
farmers keep their animals healthy and improve animal product quality and safety.
Non-compound feed generally includes compressed and pelleted feeds, oils and mixed rations, and sprouted grains and legumes.
For the broiler segment, 90% to 95% of feed production is in the form of compound feed, while for the layer segment, 25% to
35% of feed production is in the form of compound feed.
The organized sector contributes between 80% and 85% of the poultry feed industry, and the unorganized sector contributes
the remaining. The majority of organized feed is manufactured by integrators who produce 70% to 75% of the total
manufactured feed. Such integrators typically use the majority of the manufactured feed for captive purposes while balance
feeds are sold to individual farmers. In contrast, specialist feed manufacturers are primarily involved with the selling of feed.
The following chart sets forth the structure of the poultry feed industry:
Business model of integrated poultry players
Integrated poultry players use the contract farming model, rather than indulge in captive farming. In the contract farming model,
the integrator provides day-old chicks and hatching eggs from players parent farms, as well as feed, medications and
vaccinations, any implements that may be required, and extension and advisory services to the contract farmer. Contract farmers
can be either commercial chicken farmers or commercial egg farmers. The farmer is responsible for the health, feed intake,
growth, and mortality levels of these day-old chicks, all of which is monitored by the integrator.
At the end of six weeks, the full grown bird is returned to the integrator in the case of broiler farming. The integrator then sells
this bird as live or processed chicken. For egg farming, after 16 weeks, the bird starts laying eggs, which continues for 52
weeks. These eggs are handed to the integrated poultry players, who either pack and sell them, or process them into value-
103
added products such as whole egg powder, yolk powder, and albumen powder. The integrator bears all the expenses involved
in the transportation, provision, and marketing of the bird. The contract farmer receives a payment on delivery of the bird,
dependent on certain parameters including feed conversion ratio and mortality rate. This model helps in minimizing risks faced
by small poultry farmers.
Cattle feed industry
Cattle feed forms the second major segment of the animal feed industry in India. A major share of this industry is still
unorganized as small scale farmers do not use compound cattle feed and large scale dairy farms who use compound feed are
few. However, feed manufacturers have increasingly started to adopt modern and sophisticated methods to improve feed quality,
in a bid to match best global practices.
The following chart sets forth the classification of cattle feed:
The following chart sets forth the structure of the cattle feed industry:
Until the financial year 2013, the share of organized players manufacturing compound feed stood at 7% to 8%. This has now
improved to 12%, indicating high market potential. Within the organized sector, co-operative dairy societies comprise 70%,
and private players comprise the rest. There are 17 dairy co-operative societies in the country with integrated plants for
manufacturing cattle feed.
The market size of compound cattle feed manufactured by organized players was estimated at between 7.5 million MT and 8.5
million MT in the financial year 2017. In terms of sales volume, the market grew at a CAGR of 6% to 7% between the financial
year 2014 and the financial year 2017. For the same period, in terms of sales value, the market grew at a CAGR of 12% to 13%
and was estimated to be between 148 billion and 150 billion.
104
The following chart sets forth the trend of the cattle feed industry in India in terms of sales value:
Note: E: Estimated; P: Projected

The cattle feed industry is expected to grow at a CAGR of 6% to 7%, to reach an estimated 9 million MT to 10 million MT by
the financial year 2020. In terms of sales value, it is expected to grow at a CAGR of 10% to 11%, to reach approximately 197
to 199 billion by the financial year 2020. This growth can basically be attributed to factors such as increasing awareness among
farmers to use compound feed, improvement in realization per litre of milk, increasing consumption of milk and milk products
which is due to increased income levels, changing lifestyles and increasing health awareness.
Rapid depletion of green pastures across India, as a fallout of urbanization and frequent droughts owed to inadequate monsoons,
coupled with the booming dairy industry, have boosted demand for the cattle feed industry. The falling area under grazing
stimulates the compound cattle feed industry directly as depletion of green pastures forces dairy farmers to use compounded
cattle feed. Private players and the National Dairy Development Board (NDDB) are continuously training and educating
farmers on the importance of using compound feed for cattle. According to NDDB, compound cattle feed is palatable and a
good source of nutrients for growing, milk producing and pregnant animals. Through regular use of compound cattle feed in
prescribed quantity along with a basal diet, cost of milk production from dairy animals can be optimized and net profitability
for farmers can be increased. Private players engage teams which travel across villages and understand the issues faced by dairy
farmers, and organize training sessions regarding topics including cattle health and feed. All this has led to greater awareness,
and a gradual shift from traditional to compound feed amongst farmers.
Aqua Feed Industry
The following chart sets forth the classification and structure of the aqua feed industry:
The shrimp feed segment is largely organized as the shrimp industry caters to the export market. Given that a large part of the
shrimp exports market is catered to by aquaculture, the usage of shrimp feed has been higher. On the other hand, wild catch
still comprises a significant share in case of fisheries, leading to a lower share of organized fish feed segment.
105
Fisheries in India
The overall size of the industry (domestic and export) is estimated at 1,449 billion. The domestic market is unorganized and
confined to the wet market. The export market is relatively smaller than the domestic market, but is largely organized. The
fisheries industry is concentrated in the southern and eastern regions, along Indias long coastline where aquaculture farms are
present. In sales volume, the fish feed market has been estimated at around 0.7 million MT to 0.8 million MT for the financial
year 2017. In sales value, the industry was estimated at 21 to 22 billion in the financial year 2017.
The following chart sets forth the trend of the organised fish feed industry in India (sales volume):
Note: E- Estimated P -Projected

The following chart sets forth the trend of the organised fish feed industry in India (sales value):
Note: E- Estimated P -Projected

Over the next 3 years, CRISIL Research projects the organized fish feed industry to grow at a CAGR of 3% to 4% to reach 0.8
MT to 0.9 MT and in sales value, it is expected to reach 26 to 27 billion, growing at a CAGR of 8% to 9% by the financial
year 2020.
More than 80% of the shrimp cultivated in India is for export purposes, and the quality of shrimps farmed and processed has to
conform to internationally acceptable standards. As a result, producers of shrimp prefer to use compound shrimp feed which
provides the requisite nutritional benefits to the shrimp. The total market size of the shrimp feed industry currently is estimated
at around 0.9 MT to 1.0 MT in terms of volume for the financial year 2017, and grew at an annual rate of 13% to 14% between
the financial year 2013 and the financial year 2017. In terms of sales value, the industry is currently sized at approximately
64 to 65 billion, with an annual growth rate of 23% to 24% between the financial year 2013 and the financial year 2017 due
to improved realisations.
106
The following chart sets forth trends in the shrimp feed industry in India in terms of sales value:
Note: E- Estimated: P Projected

CRISIL Research expects the shrimp feed industry to grow at a CAGR of 12% to 13% in terms of sales volume and at a CAGR
of 17% to 18% in sales value by the financial year 2020. The growth is primarily driven by an increase in shrimp cultivation.
Also, CRISIL Research expects the demand for shrimps to continue from USA and Vietnam. The size of the domestic fish
production market in the financial year 2016 was an estimated 790 billion. Between the financial year 2011 and the financial
year 2016, the domestic market grew at a CAGR of 12% in sales value and at a CAGR of 3% in sales volume. Although, close
to 80% to 85% of consumption in the domestic market is from capture fisheries, demand for aquaculture products is also on the
rise. Over the next three years, CRISIL Research projects the domestic market to grow at a CAGR of 12% to 14% to reach
between 1,100 billion and 1,200 billion by the financial year 2019.
The following chart sets forth the installed capacity as of specialist compound feed manufacturers for the financial year 2016:
Note: The above list does not include data about poultry integrators and milk co-operative societies.
Based on installed capacity as of the financial year 2016, Godrej Agrovet is the leading player in the compound animal feed
industry in India with presence across poultry, cattle and aqua feed segments. Other players such as Anmol Feeds, Cargill India
and Pranav Agro also have their presence across all three segments, albeit on a smaller scale.
Overview of the animal feed industry in Bangladesh
Bangladeshs current annual average consumption of meat per person is lower than regional peers, but is expected to grow in
tandem with per capita income.
107
The following chart sets forth average annual meat consumption in kilograms across countries:
The major players in the feed industry in Bangladesh are large business conglomerates with integrated forward and backward
linkages. Some of the large national conglomerates in this sector that have these links and invest their own capital in the market
include Nourish Poultry Feeds Limited, Kazi Farm Group, Paragon Group, Aftab Hatcheries Limited and Quality Feed Limited.
CP Foods (Thai Group) and New Hope Group (Chinese Group) are international conglomerates who are operating in
Bangladesh. Most major players have vertically integrated operations in order to take advantage of economies of scale.
There are two broad categories of feed used for meeting the demand- commercial feed and local home-made feed. Due to high
feed conversion ratio by mechanized feed mills, the higher priced balanced feed manufacturing is used by the producing
companies for the commercial returns. The commercial ready-mix segment is also gaining popularity causing the smaller local
producers to exit due to lower economics of scale. Due to capital intensive nature of the industry requiring economics of scale
in order to maintain competitive pricing, smaller players are slowly getting phased out of the market.
The following chart sets forth market share of major players in the feed industry:
Although the market has a number of large and medium sized players, over 50% of the market is captured by a large number
of informal home-made feed producers. The majority of these top players have integrated forward linkages, enabling them to
supply a portion of their produced feed as raw materials.
In terms of market size and growth, the broiler feed market is the largest, followed by the layer feed market. At present, the
total volume of feed produced is 7.26 million MT in the livestock sector consisting of poultry feed at 3.61 million MT, cattle
feed at 2.22 million MT, and fish feed at 1.43 million MT through a total of 100 fully automated feed mills, and 45 small and
medium feed mills.
Market assessment conducted by US Soybean Export Council estimate a current demand gap of 260,000 MT in broiler feed
followed by 110,000MT in layer feed, 100,000MT in fish feed, and 1000MT in cattle feed culminating in a combined volume
of 480,000 MT.
The following table sets production and demand of feed in Bangladesh:
Type of Current Existing Demand Gap Latent Total Demand Real Gap
Livestock Production Demand (million MT) Demand (million MT) (million MT)
(million MT) (million MT) (million MT)
Broiler 2.14 2.40 0.26 0.30 2.70 0.56
Layer 1.19 1.30 0.11 0.60 1.90 0.71
108
Type of Current Existing Demand Gap Latent Total Demand Real Gap
Livestock Production Demand (million MT) Demand (million MT) (million MT)
(million MT) (million MT) (million MT)
Cattle 0.07 0.08 0.01 0.20 0.10 0.03
Fish 1.29 1.38 0.10 1.00 2.38 1.10
Total 4.69 5.16 0.48 2.10 7.08 2.40
Crop Protection
Herbicides account for a major share of the global crop protection market
Herbicides form the largest share of the global crop protection market, accounting for 45% of the pesticides consumed
worldwide in the calendar year 2015. This is majorly owed to sizeable land holdings, adoption of advanced farming techniques,
and unavailability of cheap labour in developed and developing countries. Fungicides and insecticides make up for rest of the
pesticide consumption, with a 26% and 25% share, respectively.
Similar to the pharmaceuticals industry, the global crop protection market consists of on-patent and off-patent generic
molecules. However, unlike pharmaceuticals, the manufacturing of generics is still dominated by the original innovators.
Therefore, France, Germany and the United States continue to be leaders in world exports. However, in the past decade, India,
and other low-cost destinations such as China, have entered the generics market, which met the same quality standards required
for registration and use in global markets, at much more competitive price points. While generic manufacturers have
significantly lower realisations as compared with on-patent producers, China and India have gained shares in the past ten years
as a number of molecules went off-patent.
The following chart sets forth the share of different countries in world exports for the calendar year 2016:
(Source: CRISIL Crop Protection Report)
The steep increase in the consumption of pesticides in Brazil over the past five years aided the increase in exports from India
and China.
Comparison of pesticides usage in different countries
Globally, Taiwan has the highest pesticide consumption rate at 17 kg/hectare, closely followed by China and Japan at 13
kg/hectare and 12 kg/hectare, respectively. Indias pesticide consumption is lower than the global average. While pesticide
penetration has been increasing in recent years, driven by a rise in penetration and usage per hectare, Indias usage is still very
low compared with other countries, both developed and developing.
109
The following chart sets forth the average consumption of pesticides (kg/hectare) for the financial year 2015:
The following chart sets forth the product-category-wise breakup of Indian crop protection industry estimated as of the financial
year 2017:
(Source CRISIL Crop Protection Report)
Market size of overall Indian crop protection industry
The following chart sets forth the total crop protection market catered by Indian players:
The total crop protection market catered to by the Indian players is sized at 296 billion in the financial year 2017 and has seen
a steady growth over the last few years. During the five-year period from the financial year 2013 to the financial year 2017,
110
total crop protection market size, comprising domestic consumption and exports, is estimated to have increased at a CAGR of
9.7% to 296 billion in the financial year 2017, from 205 billion in the financial year 2013. During the corresponding period,
share of exports in the overall market size have improved marginally.
The domestic crop protection demand is currently sized at between 145 billion and 155 billion. The industry grew at a
healthy CAGR of 8.5% in sales value between the financial year 2013 and the financial year 2017, driven by higher pesticide
use per hectare to boost agricultural production, and an increased penetration of pesticides. In addition, plant growth regulators
have been used for the cultivation of cotton and rice crops in India, and also find application in horticulture and floriculture.
Product category-wise breakup of current market size
Over the years, insecticides have accounted for a major share of the domestic pesticides market, followed by fungicides and
herbicides. However, the share has seen a marginal decline from 58% in the financial year 2013 to 54% in the financial year
2017. Various factors have led to the significant change in the consumption mix, with other categories of pesticides, such as
herbicides, fungicides and bio-pesticides, growing rapidly.
The following chart sets forth the share of insecticides has seen a gradual decline over the last few years:
Share of organized players in crop protection market
The domestic pesticides market is highly competitive in nature. While there are 15 to 20 major manufacturers of technical
compounds, who also have a presence in the manufacturing and sale of formulations, there are over 500 standalone formulators
as well. The top players, most of whom are integrated manufacturers, comprise 60% to 70% of the pesticides market, with
smaller standalone formulators accounting for the rest. Standalone formulators are largely present in the manufacturing of
generic, that is, not specific to a particular crop or pest, pesticides, while larger players, in particular MNCs, or large Indian
companies with global tie-ups for technology, are more likely to have a greater presence in specific pesticides. As generic
pesticides dominate the domestic market, price competition amongst players is intense.
Players in the intensely competitive domestic industry adopt a variety of strategies to boost their competitiveness. A wide
distribution network provides a higher market share, along with a degree of geographical diversification, and backward
integrated players, or players with a presence in the manufacturing of technical, are typically more profitable. A diverse product
portfolio, of both specific and generic pesticides, and various categories of pesticides including insecticides, herbicides and
fungicides to provide players with a wider market for their products in terms of both geography and target crops. Players who
export, besides gaining a wider market, also achieve some degree of natural hedging in the event that some proportion of their
raw materials are imported.
In addition, over and above a strong distribution network, engagement with the final end consumers, that is, farmers, is essential.
Players also have to make efforts to develop some degree of brand recall among the farmers, given the fact that most distributors
will be stocking products of more than one company. In order to boost their relationship with farmers, and also to ensure proper
utilisation of their products, players regularly interact with farmers and engage in awareness building sessions.
Over the next three years (financial year 2018 to financial year 2020), pesticides consumption is expected to grow at a CAGR
of 8% to 9% in sales value, driven by growth in the herbicides and fungicides segments. Also, the penetration of pesticides is
expected to increase 300 basis points to 52%, aiding growth. Demand for insecticides is expected to slow down, owing to a
decline in its application on cotton. The share of cotton in total pesticides consumption is estimated to have dropped sharply
from 30% in the financial year 2012 to 15% in the financial year 2017, due to increasing awareness among farmers about Bt
111
cotton seeds. However, the increasing penetration of pesticides in paddy plantation will continue to drive growth for the
segment, albeit at a much slower pace at a CAGR of 5%, over the next three years.
The following chart sets forth the domestic crop protection market to grow at a CAGR of 8 to 9% in the next three years:
While insecticides will continue to dominate the overall mix, due to Indias tropical climate and resultant pest incidence, the
share of herbicides and fungicides in total consumption is expected to increase steadily. Both segments are expected to grow at
a CAGR of 8% to 10% during the next three years.
The following chart sets forth the share of herbicides and fungicides set to rise:
*Others include biopesticides, rodenticides and fumigants

Growth in the domestic market will be driven by an increase in penetration and a rise in per-hectare expenditure. The
expenditure per hectare on pesticides for farmers is expected to increase assuming a normal monsoon in the calendar years 2017
and 2018. Prices have remained under pressure in the calendar year 2015 and the calendar year 2016, owing to two successive
deficient monsoons, and is therefore expected to see some upside. Further, the intensity is also expected to increase, because of
increasing farmer awareness. India has one among the lowest application rates on per-hectare consumption basis. Farmers are
likely to increase the intensity of application to achieve better crop yields and pare losses.
Trend in Indias exports
From the financial year 2013 to the financial year 2017, Indias pesticides exports grew at a CAGR of 11% in terms of the
Indian rupee. Exports demand was strong during the financial year 2013 and the financial year 2014, owing to healthy demand
from key export markets of Brazil and the US. However, growth was flat during the financial year 2015 and the financial year
2016, owing to El-Nino inducing a fall in demand from Brazil.
Indias share in global pesticides exports increased from 4% in the calendar year 2006 to over 7% in the calendar year 2016.
The share of China, Indias major competitor in the pesticides generics manufacturing industry, moved up from 6% in the
calendar year 2006 to 13% in the calendar year 2016. Both Indian and Chinese exports have grown relatively faster than the
112
global market, owing to an increase in the usage of generics. The expiry of patented products in the past ten years has also aided
the increase.
The following chart sets forth estimated growth in exports from the financial year 2013 to the financial year 2017:
On the products front, insecticides formed the largest share in exports in the financial year 2013, constituting approximately
49% of the total exports. However, the share of insecticides has declined substantially in the past five years to 26% in the
financial year 2017, as herbicides exports increased during the financial year 2013 to the financial year 2017.
The following chart sets forth Indias export destinations for the financial year 2017:
Over the next three years from the financial year 2018 to the financial year 2020, exports are expected to grow at a CAGR of
8% to 9% (at constant currency), driven by demand from US and Brazil. With the impact of El Nino subsiding, agricultural
production in Brazil is expected to see a significant upside in the calendar year 2017. The surge in international prices of
soybean, sugar and coffee (in which Brazil is a leading player) will also enhance the purchasing power of the Brazilian farmers.
Moreover, Latin America will continue to be a major market for generic pesticide manufacturers, due to the relatively flexible
regulations to sell products. However, export growth to Europe will remain subdued, due to stringent regulatory norms.
113
The following chart sets forth the growth in pesticide exports from India for the periods indicated:
Note: The growth projection for 3-year period from 2018 to 2020 is assumed at constant currency.
Key growth drivers for the crop protection industry
Push for higher yields drives pesticides consumption.
At 87%, India has a high utilization of arable land compared to Africa (20%), the Americas (30%), the rest of Asia (22%) and
Europe (59%). This indicates that the scope for increasing the area under cultivation is minimal. Therefore, any further increase
in agriculture production has to come from an increase in yields.
The following chart sets forth yields in India (kg/hectare) as of the calendar year 2014:
Increasing adoption of modern agricultural practices driving growth. From the below graph, it is clearly seen that the
penetration of pesticides is highest in the case of land where both irrigation and high yielding varieties of seeds are used. The
primary strategy used to boost yields across crops is the implementation of modern agricultural methods. Pesticides, in
conjunction with fertilisers, mechanised farm equipment and irrigation are the basic components of modern agricultural
practices the world over. The adoption of these modern practices has driven the increase in the use of pesticides in recent years.
114
The following chart sets forth the penetration of pesticides across different sizes of land holdings:
Note: HYV High Yield Variety, UI Unirrigated, I - Irrigated

Higher farm income fuelling investments in plant protection. Moderately increasing income in the hands of farmers is a crucial
factor playing out in favour of the pesticides industry. Investments to boost yields at the farm level are linked directly to the
farmers incomes.
The following chart sets forth the MSPs ( quintal) have been on the rise for all major crops:
Pesticides as an insurance policy against crop loss. While considering farm economics, it becomes important to assess the
importance of pesticides in the context of the opportunity cost of not applying them. Advanced technologies and the emergence
of a plethora of new products in crop protection over the past several decades have rendered crop losses (due to pest attack) as
almost completely avoidable. Furthermore, pesticides, if applied in the requisite quantity, will typically constitute around 8%
to 10% of farm operating expenses, including labour. The outgo for manual labour and inputs, such as fertilisers, is typically
far higher. The implication of this fact is that, if, by application of pesticides, crop losses can be avoided altogether, the decision
makes economic sense.
115
The following chart sets forth the comparison between 10% loss and the cost of pesticide application:
In every instance in the considered sample, the cost of the application of pesticides is substantially lower than the potential loss
in output. The increasing investment being made by farmers, aimed at boosting yields, is, therefore, likely to be accompanied
by a corresponding increase in expenditure on crop protection, driving growth for pesticide manufacturers.
Since Indias pesticide penetration remains low when compared to the global average, there is still sufficient room for growth,
highlighting the potential in the Indian market.
Increase in irrigated area. The usage of high-value agricultural inputs is more likely to take place on an irrigated plot. With a
lower risk of water shortages, farmers are generally more comfortable making slightly larger investments targeting higher yields
upfront on irrigated plots. Further, the propensity of a farmer to use chemical pest-control methods is higher when the upfront
investment is greater.
The following chart sets forth the irrigation penetration (net area irrigated by net sown area) over time:
The increase in area under irrigation, therefore, is a major positive for the sector. It will lay the foundation for higher use of
agricultural inputs, and hence attract greater investment towards crop protection.
Brazil and the US will continue to drive exports. After the financial year 2017, assuming favourable weather conditions,
increasing demand from the US and Brazil (despite the recent fall in exports) - the two largest pesticide markets - is expected
to drive exports. India also has expertise in manufacturing pesticides used in countries with similar climatic conditions, such as
Brazil, as the crops sown are similar. For instance, sugarcane is one of the largest crops produced in Brazil and India. This
provides India with an advantage, as Indian players already have the manufacturing expertise in pesticides for similar crops.
116
Critical success factors
Owing to the highly fragmented and competitive nature of the industry, the following factors assume high importance:
Distribution network as a key differentiating factor
The final product, or the packaged pesticide formulation, is sold through over 100,000 distributors across the country. Further,
with 15 to 20 major manufacturers and an estimated 500 to 800 standalone formulators operating across four broad categories
of pesticides (insecticides, herbicides, fungicides and others), the brand becomes a key differentiator. Furthermore, the extent
of a companys distribution network is crucial.
In addition to building a strong distribution network, players must also develop some degree of brand recall with farmers,
especially given the fact that there are no exclusive brand-specific outlets, and distributors will (in most cases) be stocking
several brands. To this end, most major players have their own farmer engagement programmes, aimed at promoting the proper
use of their products and building direct, long-term relationships with farmers.
Higher margin earning potential for integrated players
The following chart sets forth the comparison of margins of integrated and non-integrated players:

Diverse product portfolios provide an advantage
Companies with diversified product portfolios, i.e. diversified across categories (insecticides, fungicides, herbicides and others)
and generic and specific pesticides have a distinct advantage since their presence across different categories provides the
companies with a larger target market in terms of crops and/or geographies, as pest incidence and weather conditions are
variable and different products would be required in varying degrees in these locations. Further, diversified players with a larger
basket of products become less vulnerable to crop/location specific risks such as deficient rainfall, low pest incidence, and
change in cropping patterns.
Although generic pesticides operate at lower realisations and generally offer significantly lower margins, their sales tend to
exhibit lower volatility. The reason for this is that in the event of uncertainty with respect to rainfall in a particular region,
farmers tend to opt for pesticides that require lower investment, and therefore end up purchasing generic products as opposed
to specific products. Some presence in generics therefore does provide companies with a certain degree of comfort with respect
to sales volatility. Furthermore, the market for generics in India is far larger than the market for specific compounds.
Presence in exports a positive factor
Apart from having a diverse product portfolio, players in the crop protection industry also benefit from the geographical
diversification achieved through the exposure to export markets. Given the uncertainty in the domestic market owing to the
dependence on monsoons, players present in export markets achieve some level of risk mitigation through diversification.
Exports also provide a natural hedge to players with a significant share of imported raw materials, reducing their net exposure
and risk arising from any adverse movement in exchange rates.
117
Overview of competitive landscape
Top players, most of whom are integrated manufacturers, account for approximately 60 to 70% of the pesticides market, with
the smaller standalone formulators accounting for the rest. Standalone formulators are largely present in the manufacture of
generic pesticides, while larger players, in particular MNCs, or large Indian companies with global tie-ups for technology are
more likely to have a greater presence in specific pesticides. As generic pesticides dominate the domestic market, competition
amongst players on price is intense. Key players include Bayer Cropscience Limited, Bharat Rasayan Limited, Dhanuka
Agritech Limited, Insecticides (India) Limited, P I Industries Limited, Rallis India Limited, United Phosphorous Limited and
Godrej Agrovet Limited.
Oil Palm
Global vegetable oil production and consumption
Palm oil and soya bean oil shared 64.0% of the total vegetable oils with 36.0% and 28.1% respectively. Amongst the lauric oil
sources, palm kernel oil dominated with 4.0% share followed by coconut oil at 1.7%.
In the global vegetables oil production, palm oil remains to be the highest followed by soya bean oil. The next important oils
are rape seed and mustard and sunflower oil. These four oils play a vital role in the vegetable oil, in the economy of oils and
fats.
Future world demand for vegetable oils
Global demand for oils and fats is growing fast and in the past 15 years has almost doubled from 92.4 million MT in the financial
year 2000 to 180.0 million MT in the financial year 2015. The four major vegetable oils: palm (30%), soya bean (24%), rape
seed and mustard (13%) and sunflower (7%) totally contributed to 74% of world production. The growing demand will continue
in the coming decades. By the financial year 2050, global demand will rise to 250 million MT.
The following table sets forth projected per capita consumption and growth of vegetable oil:
Per Capita Consumption (kg) Growth (%)

Average 2012-14 2024 2005-14 2015-24
(estimated)
World 19.1 21.0 1.75 0.78
Developed Countries 25.8 26.0 -0.16 -0.14
Developing Countries 17.5 20.0 2.66 1.13
India 14.8 19.0 4.33 2.05
BRICS 19.1 22.9 3.44 1.50
* Weighted avg. price of oilseed oils and palm oil, European port.
(Source: Oil Palm Report)
The following table sets forth per capita consumption of palm oil in India:
Year Per Capita Consumption (Kg)

Palm Oil Palm Kernel Oil
2015 70.83 1.70
2014 61.18 1.91
2013 66.11 2.67
2012 60.24 1.64
2011 54.72 1.56
2010 55.28 1.91
Indian vegetable oil scenario
India occupies a prominent place in the global oilseeds scenario with 12 to 15% of the area, 6 to 7% of the vegetable oil
production, and 9 to 10% of the total edible oil consumption and 13.6% of the vegetable oil imports. Despite having the largest
area under oilseeds in the world (26.77 m ha), India currently imports approximately 50% of total oil requirement at a cost of
560 billion for the financial year 2012. The proportion of imports has increased from 3% in the financial year 1971 to almost
56% in the financial year 2013.
India is the worlds largest edible oil importer, with oil and oilseed turnover of US$25 billion and an import-export turnover of
US$13 billion. Indias demand for edible oils is at 21 million tons/year. An estimated 70% of this demand is met with domestic
production of approximately 7 million MT to 8 million MT and imports of 14 million MT to 15 million MT, valued at over
US$12 billion. The countrys edible oil imports have increased by almost 50% in the last five years, with imports of palm oil
118
growing by 25% and soya oil jumping by 300%. Indias consumption growth is pegged at 5% per year and the country is
expected to be consuming around 34 million MT of edible oil by the financial year 2025, with a projected vegetable oil imports
bill of US$25 billion.
Oil Palm in India
Oil palm gives the highest oil yield of 4 to 6 tons per hectare per year with a global average of 3.80 tons per hectare per year
which no other known oilseed crop produces. The highest theoretical oil yield of this crop is projected to 18 tons per hectare
per year. In India itself the best farmers have obtained 6 to 8 tons and highest being 10 tons of oil per hectare per year. Oil palm
is an eco-friendly crop, and soil fertility is improved through the proper recycling of organic bio mass in oil palm plantations.
In addition, palm oil is a source of nutrition and health due to its high calorific value and vitamin content, and a major source
of biofuel.
The following chart sets forth oil palm by products utilization:
The following table sets forth the potential area under oil palm cultivation in India:
States Potential Area Identified

(hectares)
Andaman and Nicobar Islands 3,000
Andhra Pradesh 469,500
Arunachal Pradesh 25,000
Assam 25,000
Bihar 200,000
Chhattisgarh 48,000
Goa 2,000
Gujarat 260,250
Karnataka 260,000
Kerala 6,500
Maharashtra 180,000
Meghalaya 50,000
119
States Potential Area Identified
(hectares)
Mizoram 61,000
Nagaland 50,000
Orissa 56,000
Tamil Nadu 205,000
Tripura 7,000
West Bengal 25,000
Total 1,933,250
(Source Oil Palm Report)
Almost 2.0 million hectares can be brought under irrigated oil palm in the country. In addition it is also possible to bring another
3 to 4 million hectares of wastelands and cultivable wastelands with adequate underground water potential if identified under
oil palm.
Oil Palm Development Project
In the financial year 1991, the Oil Palm Development Project was launched as part of the Governments Technology Mission
on Oil Seeds program. Implementation of the Oil Palm Development Project began in nine states. As of March 31, 2017, the
country has achieved an area expansion of 305,624 hectares across 14 states out of 18 potential identified states. This is the
highest irrigated area of oil palm globally involving small and marginal farmers.
The Indian oil palm development project with small and marginal farmers is linked with identified processors including GAVL,
Ruchi Soya and 3F, who will provide planting material, technical know-how for cultivation and finally purchase the fresh fruit
bunches (FFB) at the collection centers. Unlike with other crops such as sugarcane, farmers are paid without going to
processing locations, and payment is made within two weeks of collecting the fruits from farmers. Area allotments to particular
companies ensure that companies can go ahead with oil palm planting without restriction, depending on the conviction of the
farmers.
Leading players in the Palm Oil Milling space in India
Production of Indian Palm oil (CPO) increased from approximately 1,013 tons in the financial year 1994 to 1.87 lakh tons in
the financial year 2016. As of March 31, 2017, Godrej Agrovet was the largest crude oil producer in India, with a market share
of 35%. . Ruchi Soya occupies the second position with a market share of approximately 30%. Nava Baharat Agro Products
and 3F occupy the third and fourth position, with a market share of approximately 11% and 7% to 9% respectively.
Dairy
The Indian Dairy Industry
Overview
India is the worlds biggest producer and consumer of milk on a country-wise basis. However, the per capita consumption of
milk at 97 litres per year is well below that of other major milk markets, except for China.
The following chart sets forth per capita milk consumption in major regions globally:
(Source: IMARC Report)
Milk production volumes in India have grown at a rapid pace from 17 million MT during the financial year 1952 to 162 million
MT during the financial year 2017, enabling India to become the worlds biggest milk producer. Similarly, driven by a steady
population growth and rising incomes, milk consumption continues to rise in India. During the financial year 2017, India with
a total consumption of 154 million MT represented the worlds largest consumer of milk.
120
In the financial year 2016, Indias dairy industry was worth approximately 6,911 billion, growing at a CAGR of 13.0% during
the financial years 2010 to 2016. Total production of milk and dairy products in India is expected to increase from 162 million
MT in the financial year 2017 to 209 million MT in the financial year 2023, and total consumption of milk and dairy products
is expected to increase from 154 million MT in the financial year 2017 to 205 million MT in the financial year 2023. In the
financial year 2022, Indias dairy industry is projected to be worth approximately 16,368 billion, maintaining a CAGR of
15.6% during the financial years 2017 to 2022.
In India, milk consumption mainly consists of cow milk at 49.9% for the financial year 2017. On a state level, Uttar Pradesh,
Rajasthan and Gujarat were the largest milk producers accounting for 17.0%, 12.1% and 8.0% of total milk production in the
financial year 2017, respectively. Further, of the 35 states and union territories in India, cow milk is dominant in 24 states and
union territories. The top 5 cow milk producing states in India are currently Tamil Nadu, Uttar Pradesh, Rajasthan, Maharashtra
and West Bengal.
Indian Dairy Market Structure
The Indian dairy industry is divided into the organized and unorganized segments. The unorganized segment consists of
traditional milkmen, vendors and self-consumption at home and the organized segment consists of cooperatives and private
dairies as illustrated in the flowchart below:
The following chart sets forth the Indian dairy market Structure:
During the financial years 2010 to 2016, the organized segment grew at a CAGR of 17.5% whilst the unorganized segment
grew at a CAGR of 11.7% during the same period. However, the unorganized segment still dominates the Indian dairy industry
at 74.2% compared to the organized segment at 25.8% in the financial year 2017. The organized market is expected to grow at
a CAGR of 20.1% during the financial years 2017 to 2022 accounting for approximately 32.5% of the total Indian dairy market
by the financial year 2022. The unorganized market is expected to grow at a CAGR of 13.8% during the same period and is
expected to account for 67.5% of the total Indian dairy market by the financial year 2022.
The following chart sets forth Indias breakup of the organized and unorganized dairy market:
121
The following chart sets forth penetration of the organized and unorganized segments in the dairy market between the financial
years 2010 and 2016:
The following table sets forth dairy products and their EBITDA margins:
122
The following table sets forth details on the Indian dairy market for the financial years 2016 and 2022:
* Note: Unorganized shares of lassi, buttermilk and cream were unavailable.

Key Growth Drivers
There are several key factors driving growth in the dairy industry including:
Strong historical and projected GDP growth rates. In the financial year 2016, the Indian economy was valued at over US$ 2.4
trillion and expected to grow at a CAGR of 7.7% during the financial years 2017 to 2022. Driven by the sustained growth of
the Indian economy, shift in life styles and eating habits of Indian consumers are expected drive the consumption of dairy
products in the country.
Rising middle class and urban population. The number of middle class households is expected to significantly increase from
255 million in the financial year 2015 to 586 million by the financial year 2025 at a CAGR of 8.7%. As the demand for dairy
products is income elastic, a continuous increase in disposable incomes is creating a positive impact on the growth of the dairy
Industry. The consumption of dairy products, in particular the organized sector is also dependent upon the level of urbanization.
With increasing urbanization levels and busy lifestyles, consumers tend to prefer clean, hygienic and ready to eat products
which can be consumed on-the-go. Indias urbanization levels have increased significantly over the past few decades which are
acting as a catalyst for the growth of the organized dairy market.
Large and increasing working population. The rise in working population aged 15 to 64 and disposable incomes from the
increasing number of middle class households is expected to drive growth in the dairy industry. The increasing level of
urbanization across the Indian population is also expected to drive growth in the organized dairy industry as a result of urban
consumers preferring clean, hygienic and ready-to-eat milk and dairy products. The total size of the working population is
expected to increase from 826 million in the financial year 2015 to 988 million by the financial year 2030.
Changing dietary patterns. Greater per capita income and urbanization have changed food consumption patterns in Indian
households, particularly from consuming lesser cereals and increasing consumption of milk and dairy products. During the
financial year 2012, urban and rural households spent approximately 16.4% and 15.2%, respectively, out of total their total
monthly income on milk and dairy products.
Milk is considered a perfect health food in India. Milk has traditionally been an important source of proteins, fats, carbohydrates
and vitamins, especially for Indias vegetarian population, which make up approximately 31% of Indias population. It is
therefore expected that there will be a continuous strong demand for milk and dairy products.
123
Consumer shift towards packaged milk to drive organized market. Increasing safety and quality concerns are expected to drive
consumers to shift from loose liquid milk to pasteurized packaged milk in the coming years. This will enable the organized
market to account for around 38% of the total liquid milk sales by the financial year 2022.
Competitive Landscape
The Indian dairy industry is highly fragmented with the organised segment accounting for only 15% to 20% of total milk and
milk products sold in India. Major cooperatives and private players within the organised segment are currently present only in
specific regions. The industry currently comprises of State-based cooperatives and private players, Urban oriented national
players and emerging national players.
State-based cooperatives and private players focus on traditional dairy products such as pouch milk, curd and have a strong
distribution network within a particular state or region catering to urban, semi urban and rural populations.
Urban oriented national players focus on value added premium products having higher margins and have a strong pan India
distribution network focusing on the urban population.
Gujarat Cooperative Milk Marketing Federation Limited targets consumers across the country in both urban and rural regions.
This requires the organization to have its distribution network throughout the country across both urban and rural regions.
Emerging national players focus on both traditional and premium products and have a strong distribution network in one or
more state or region catering to urban, semi urban and rural populations. Emerging national players are in the process of building
a pan India distribution network and presence.
Poultry and Processed Foods
Meat Industry Overview
Poultry meat is the fastest growing component of the global meat demand. As of the calendar year 2017 (forecast), the USA is
the largest producer of broiler meat, followed by Brazil and China. Indias production of broiler meat at 4.5 million MT is led
largely by domestic demand. In the financial year 2016, Indias per capita consumption of poultry meat was an estimated 3.7
kg per year, compared to the world average of approximately 17.0 kg per year. While India currently has a lower share in
consumption as compared to its global peers, overall poultry consumption has been increasing at a healthy pace at a CAGR of
15% to 20% over the last decade. This growth has been led primarily by an increase in average household incomes, increase in
popularity and number of fast food restaurants and quick service restaurants, as well as a shift in preference of white meat over
red meat.
The following chart sets forth Indias per capita consumption of poultry meet compared to world per capita consumption:
For the financial year 2017, meat production in India was estimated at 7.37 MT, accounting for 3% of total world meat
production, at 220 MT.
124
The following chart sets forth meat production by type of meat:
(Source: Poultry Report)
Poultry Meat Industry in India
For the financial year 2017, poultry meat production in India was estimated at 3.5 million MT. The poultry market, currently
valued at 5.65 billion, contributes to approximately 47.86% of total meat output. Out of the total poultry meat market, the live
poultry market constitutes 98% of total sales since most consumers prefer freshly culled chicken meat. Processed chicken meat
production comprises 2% of total production, out of which only an estimated one per cent undergoes processing into value-
added products that are ready-to-eat or ready-to-cook. The recent emergence of supermarkets and shopping malls has been
supporting the growth in the retailing of chilled and frozen poultry products.
In addition to five modern integrated poultry processing plants producing dressed chicken, chicken cut parts and other chicken
products, there are number of small poultry dressing plants in the country. The organized sector produces an estimated 70% of
the total chicken meat production, and is mainly concentrated in Tamil Nadu, Andhra Pradesh, Maharashtra, Karnataka, and
West Bengal.
Within the last ten years, many broiler enterprises have vertically integrated their operations (also called integrators), especially
in southern and western India. Integrators own all the hatcheries, feed mills, and slaughter facilities, and contract with multiple
smaller farmers who raise the chicks to slaughter weight primarily in open air sheds.
The following chart sets forth the overall poultry meat market split by the organized market and the unorganized market:
Processed Poultry Food Industry Market Structure
There are seven to eight large, organized manufacturers present in Tier 1 and Tier II cities across multiple locations in India.
The overall turnover of these leading players is over 100 million. Key players include Venkeys, Godrej Agrovet, Sumeru,
Suguna, Keya and Republic of Chicken. These players have a large number of dealers and distributor networks. There are five
to six organized, regional players present in Tier 1 and Tier II cities across multiple locations in India, who have strong presences
in particular cities or regions. Key players include Skylark, Baramati Agro, and Aarambagh. These players have a limited
network of dealers across cities. There are few importers present in India, with the key player being Fortune Gourmet, which is
present in Tier 1 and Tier II cities in India.
Processed Poultry Production in India
The market for processed poultry food in India is estimated at 12 billion, while the market for chilled poultry product is
estimated at 5 billion. Chilled whole birds and parts are sold in markets and shops in major cities. Acceptance of chilled meat
is higher than that of frozen meat, yet growth in chilled meat consumption may help to accelerate the transition to frozen poultry
products. Well-known brands available nationally in the frozen poultry meat category include Venkeys, Yummiez, Sumeru,
125
Suguna, Keya and Republic of Chicken. Fresh poultry meat brands available in only certain markets include Real Good
Chicken, Zorabian, Suguna and Venkeys.
The following chart sets forth the overall processed poultry meat production in India split by value:
The following chart sets forth overall raw poultry production in India split by type:
Processed Poultry Meat: Processed and Raw Food Market in India
Within processed poultry meat production, domestic sales account for 79% while exports account for 21%. 67% of processed
poultry meat production is raw, while 33% consists of value added products. In addition, 63% of all domestic processed poultry
is chilled while 37% is frozen.
In recent years, the demand for frozen or chilled meat products from hotels, fast food restaurant chains and urban consumers
has been rising. Suguna, Indias largest integrated poultry operator, is known for its chicken products and focuses on retail and
HoReCa as its major consumer segments besides also catering to other segments such as the armed forces and other institutions
like KFC, Marry Brown, Vista and Nandos. Venkys, Saguna, Zorabian, Meatzza, Sumeru and Yummiez, with an anticipated
combined retail value share of 80%, were the leading brands in the frozen processed poultry market.
Value added products and raw products account for 40% and 60% of the overall retail market, which is valued at 3.38 billion,
respectively. Out of the overall retail market for processed poultry raw, which is worth 2.02 billion, modern trade and
traditional trade comprise 23% and 77%, respectively. Out of the overall retail market for processed poultry value added, worth
1.36 billion, modern trade and traditional trade comprise 86% and 14%, respectively.
Key players in the processed poultrys raw & processed market
The following chart sets forth the processed poultry value added worth 4 billion split by key players:
126
The following chart sets forth the Processed Poultrys Raw Market worth 8 billion split by Key Players:
The fresh poultry meat category has also attracted some branded players but they are more focused on specific regions and are
available within only a limited geography due to the short shelf life of products. The key players in this category are Real Good,
Suguna, Venkys, Zorabian and Godrej.
127
OUR BUSINESS
Overview
128
Our total income was 13,694.21 million, 49,834.47 million, 38,176.74 million and 33,255.01 million and our profit for
the period was 742.86 million, 2,743.94 million, 2,610.87 million and 2,101.28 million for the three months ended June
30, 2017 and the financial years 2017, 2016 and 2015, respectively. The revenue contribution from four business verticals of
our Company is set forth below:
( in million)
Business vertical Three months For the financial year
ended June 30, 2017 2016 2015
2017
Animal feed 6,344.64 26,208.22 25,442.02 25,429.88
Crop protection 2,780.51 7,647.25 4,959.38 3,352.48
Oil palm 1,309.09 5,066.42 4,041.92 3,937.98
Dairy* 3,082.32 10,099.17 2,728.90 N.A.
* The results of our dairy business have been consolidated with effect from December 21, 2015 when Creamline Dairy became our
Subsidiary.
Further, our share of revenues of our joint venture entities, which are not consolidated with our total revenues (our share of
profit for the period of such entities is consolidated with our profit for the period) in accordance with relevant accounting
standards, is shown for comparative purposes only and is set forth below:
( in million)
Business vertical Three months For the Financial Year
ended June 30, 2017 2016 2015
2017
Animal feed* 881.31 3,020.24 2,676.34 1,985.53
Poultry and 560.22 2,184.76 2,206.68 1,918.88
processed foods#
*Represents 50% of revenues of ACI Godrej
#Represents 49% of revenues of Godrej Tyson
Our Promoters include Mr. Adi Godrej and Mr. Nadir B. Godrej, each of whom have over 40 years of experience in successfully
creating shareholder value across businesses in a diverse range of industries. Further, Mr. Balram S. Yadav, our Managing
Director, has been with the Godrej group since 1991 and has experience of approximately 27 years in agri-businesses. Our
shareholders include marquee investors such as V-Sciences Investments Pte Ltd (an indirect wholly owned subsidiary of
Temasek Holdings (Private) Limited). We have received several awards over the years and were recognized by Aon Hewitt in
the Best Employers category for 2015 and 2017 and we were also recognized among one of the best 100 companies to work
for by Great Place to Work Institute India for the years 2013 and 2014.
Our Competitive Strengths
We believe that the following are our principal strengths:
Pan-India Presence with Extensive Supply and Distribution Network
We have a pan-India presence and operations spanning across five business verticals: animal feed, crop protection, oil palm,
dairy, and poultry and processed foods. Our animal feed and crop protection businesses were commenced by erstwhile Godrej
Soaps Limited and later acquired by our Company. We have since set up our processing facilities and supporting infrastructure
as well as R&D to develop a modern operating platform across key agriculture verticals in which we operate. As a result of our
widespread network and significant operational experience, we believe that we have been able to identify market trends and
introduce a range of innovative and value added products in the market to cater to the evolving needs of our customers. In
addition, since several of our facilities are located near major consumption centers, we are able to ensure product freshness by
reducing delivery time to customers as well as reduce our transportation costs. Our nationwide footprint also allows us to
leverage the competitive advantages of each location to enhance our competitiveness and reduce geographic and political risks
in our businesses.
We believe that our business model with a strong procurement base, diversified product portfolio and large-scale operations
enables us to achieve economies of scale in sourcing of raw materials and the distribution of our products. For our animal feed
business, our distribution network comprises approximately 4,000 distributors, as of June 30, 2017. Our distribution network
in India for crop protection products comprises approximately 6,000 distributors, as of June 30, 2017. As part of our sales
network for crop protection business, we have employed sales representatives and we have the ability to deploy them at short
notice in an area where we intend to sell our products based on advent of monsoon and consequent increase in demand for our
129
products. In our oil palm business, we had access to approximately 61,700 hectares under oil palm plantations across nine states,
or approximately one-fifth of Indias oil palm plantations, as of March 31, 2017. (Source: Oil Palm Report) For our dairy
business, our supply chain network includes procurement from six states through a network of 120 chilling centers as of June
30, 2017. As of June 30, 2017, our dairy distribution network included approximately 4,000 milk distributors, approximately
3,000 milk product distributors and 50 retail parlors, as well as direct sales to institutional customers.
Diversified Businesses with Synergies in Operations
We believe that our presence across five business verticals has enabled us to grow our revenues over the last five years. We
also believe that our diversified businesses along with our geographic diversification provides a hedge against the risks
associated with any particular industry segment or geography while benefiting from the synergies of operating in diverse but
related businesses. Our synergies across diverse businesses provide us with the ability to drive growth, optimize capital
efficiency and maintain our competitive advantage. We also derive operational efficiencies by centralizing and sharing certain
key functions across our businesses such as finance, legal, information technology, strategy, procurement and human resources.
We invest significant management resources to ensure that we leverage existing inter-linkages between our businesses and are
able to maximize the potential synergies amongst them. For example, the animal feed team frequently collaborates with dairy,
and poultry and processed foods businesses for sale of compound feed to the farmers. Additionally, some of the biomass
produced from the oil palm business is used as an animal feed ingredient, which provides additional source of revenue to our
oil palm business as well as strengthens the cost competitiveness of the animal feed business.
Strong R&D Capabilities
We believe that our emphasis on R&D has been critical to our success and a differentiating factor from our competitors. We
undertake dedicated R&D in our existing products primarily with a focus to improve yields and process efficiencies. We offer
a variety of cattle feed for the entire lifecycle of the cattle. For instance, we have developed Prepwell for pregnant cows, Calf
Starter and Calf Grower for calves and Milk More, Bypro and Bovino for lactating cows. Milk More, our innovative
cattle feed contains proteins, energy, minerals and vitamins in adequate quantity and proportion to meet the nutritional
requirements of dairy cattle. For our crop protection business, we have developed products in-house such as Vipul, Double
and Combine and Hitweed, which is an indigenously developed selective cotton herbicide targeting broad-leaf weeds, and
works with both, indigenous and genetically modified varieties of cotton. We have also developed layer concentrate for egg
laying hens in crumb form, which is an important input in automated feeding systems.
We focus our R&D efforts in areas where we believe there is significant growth potential. Our acquisition of Astec LifeSciences
provided us access to strong R&D capabilities in the agrochemical active ingredients category, which we have leveraged to
introduce new fungicide products such as Kemplar and Casper as part of our Companys offerings..
We are also investing in developing innovative technologies to further grow our product portfolio. In May 2014, we
consolidated our Animal feed R&D initiatives by setting up the Nadir Godrej Centre for Animal Research and Development in
Nashik, Maharashtra and we are focused on leveraging our R&D capabilities to develop cost effective solutions to improve
animal productivity. For our oil palm business, we have set up an R&D facility at Chintampalli, Andhra Pradesh, which is
focused on improving FFB yields. One of our current R&D initiatives is to analyze the soil and leaf samples of our farmers
land and provide customized suggestions to improve the productivity of the farm, thereby improving FFB yields and
synchronous flowering, fruiting and harvesting. We spent 3.22 million, 18.25 million, 16.88 million and 29.35 million
towards our research activities (which does not include salaries and benefits of our R&D employees and capital expenditure)
during the three months ended June 30, 2017 and the financial years 2017, 2016 and 2015, respectively.
Strong Parentage and Established Brands
We are a part of the Godrej group, which is among Indias oldest and most prominent corporate groups. We believe that the
Godrej brand is recognizable in India due to its long established presence in the Indian market, the diversified businesses in
which the Godrej group operates and the trust we believe it has developed over the course of its operating history.
We believe that the strength of the Godrej brand and its association with trust, quality and reliability helps us in many aspects
of our various businesses, particularly our businesses that involve direct sales to retail consumers. Our association with the
Godrej brand provides us with a competitive advantage in attracting talent, benefiting from its global network, exploring
potential business opportunities, corporate governance practices and acquiring direct access to senior decision makers.
We believe that having strong recognizable brands is a key attribute in our business, which increases consumer confidence and
influences purchase decisions. We believe that we have built strong brands across businesses over several years of our
operations and our appreciation and understanding of consumer preferences and spending patterns has allowed us to foster
loyalty from our customers. In our animal feed business, we believe that our brands are known for consistency in feed quality.
Our crop protection products are sold under Vipul, Double and Combine brands. We developed a selective cotton
herbicide, which we sell under the brand Hitweed. We sell milk and milk based products under the brand name Jersey and
processed poultry and vegetarian products through our brands Real Good Chicken and Yummiez. We believe that the strong
130
recall of our brands has allowed us to maintain a large and diverse customer base and facilitated our ability to develop and
market new products, as we believe that customers are more likely to rely on a trusted brand while experimenting with new
products.
Experienced Promoters and Management Team
We have a strong management team with significant industry experience. Our Promoters include Mr. Adi Godrej and Mr. Nadir
Godrej, each of whom have approximately 40 years of experience in successfully creating shareholder value across businesses
in a diverse range of industries. Further, Mr. Balram S. Yadav, our Managing Director, has been with the Godrej group since
1991 and has approximately 27 years of experience in the agri-related businesses. He played an instrumental role in setting up
our poultry and processed foods business. In addition, our Board of Directors includes independent directors who bring
significant business expertise. We believe that the combination of our experienced Board of Directors and our dynamic
management team positions us well to capitalize on future growth opportunities. We believe that we have created a distinct
entrepreneurial structure within our organization, with each of our business divisions being managed as an independent profit
center with separate management.
We believe that our experienced management has demonstrated the ability to successfully build and integrate our various
operating activities through their years of experience. In particular, they have led the process through which we have developed
a complementary mix of products, created value through inorganic growth, built brand recognition and loyalty, managed price
volatilities and identified new business opportunities. They have also helped us in developing an optimized procurement model,
an extensive marketing and sales network and long-term relationships with our key vendors.
Our Strategies
The primary elements of our business strategy are to continue to grow our existing businesses, leverage synergies between our
businesses and opportunistically evaluate inorganic opportunities. Our specific growth strategies for each of our business
verticals are as follows:
The animal feed industry in India is largely unorganized and we compete with multiple players in each geography in which we
operate. Our strategy for our animal feed business is to focus on achieving cost leadership by improving the operational
efficiency of our animal feed business through R&D as well as cost rationalization initiatives. Our R&D efforts are also focused
on developing innovative livestock nutrition products that give us the product differentiation, which we believe will help us in
improving our profit margins and market share. For example, we are carrying out R&D on use of biotechnology and enzymes
to enhance the performance of our products while also developing low-cost unconventional raw materials for manufacturing
animal feed. In addition, we have undertaken several initiatives to improve the efficiency of our operations by introducing cost
saving measures such as use of biomass generated from the oil palm business for production of electricity and as an input
ingredient in the animal feed business.
Our strategy for growing our crop protection business is primarily focused on expanding our product portfolio. We have
introduced new products in our crop protection business and we intend to continue our focus on introducing new products. Our
R&D initiatives have increasingly focused on off patented chemistry synthesis, which we believe will help us in expanding our
product portfolio.
We also intend to continue to leverage Astec LifeSciences portfolio of agro chemical technical (active ingredients) and
formulations, such as triazoles, and sell them under the Godrej brand through our strong distribution network. We have entered
into an in-licensing arrangement with a major multi-national company to commercialize certain molecules and products in
India. Further, as part of Astec LifeSciences synthesis business, we perform contract development and manufacturing services
for other agro chemical companies.
We also plan to focus on increasing the market share of our existing core products by developing products for additional crops
and increasing our geographic presence. For example, we intend to achieve deeper market penetration and extend our target
crop segment with our niche plant growth regulators (Vipul, Double, Combine, Bountee and Zymegold) and cotton
herbicide (Hitweed) which we believe bring innovation over existing substitutes.
Our strategy for oil palm business is to grow our presence in certain regions, create additional revenue streams from oil palm
biomass and continue to focus on R&D to improve FFB yield. The GoI regulates the oil palm business in India and we
participate in the Oil Palm Development Programme (OPDP) for accessing the FFB produce from farmers in areas designated
to us. We will opportunistically evaluate tenders issued under the OPDP and apply for additional areas to increase the area
under oil palm cultivation that is accessible to us. We intend to diversify our oil palm business and create additional revenue
streams and lower operational costs, including through the use of oil palm biomass in our animal feed business, which we
131
believe will reduce our dependence on the prices of crude palm oil and crude palm kernel oil. We also intend to grow our
presence in certain districts of Andhra Pradesh and Tamil Nadu, both organically and inorganically, and increase the area under
oil palm, which is accessible to us.
We plan to continue to focus on R&D to improve FFB yields per hectare at our laboratory in Chintampalli, Andhra Pradesh.
We also plan to continue providing targeted interventions for farmers whose farms are experiencing slow growth or low yields.
Our Dairy Business
Our growth strategy for dairy business is to: (i) increase our market share by growing our brand in southern states of India; (ii)
increase the salience of our value-added product portfolio; (iii) automate a majority of our operations; and (iv) increase our
procurement base.
We have undertaken several marketing initiatives to increase our market shares in existing markets by leveraging upon the
strong marketing network as well as in-house expertise of the Godrej group. We focus on innovation to grow our value-added
product portfolio and on developing new products to distinguish ourselves from our competitors as well as to introduce new
products based on consumer preferences and demand. We intend to increase the share of our value-added product portfolio to
cater to evolving consumer trends and are currently evaluating introducing new products in the UHT milk and flavored yogurt
segments. We believe that we can increase our margins by focusing on increasing the sales of our value-added products in our
current sales mix.
We currently procure milk from 52 districts across six states and propose to increase our milk procurement by setting up new
collection centers to deepen our presence in existing areas as well as access new areas to procure milk. We also seek to
strengthen our existing relationships with milk farmers and vendors through methods including providing farmers with cattle
feed, assisting with veterinary health-care and vaccinations.
Our strategy for our poultry and processed foods business is to introduce new products and increase our product reach. We sell
poultry and processed foods products and have a diverse customer base comprising retail customers, QSRs, fine dining
restaurants, food service companies and hotels. We intend to continue to provide variants of existing, and new, value-added
poultry products.
We believe that value-added products will continue to be one of the fastest growing and most profitable segments of the
processed foods industry in India. We intend to produce value-added products that are tailored to market demand. We also
expect considerable growth in demand from QSRs and modern retail stores. We believe the QSR market has been growing
rapidly and provides a market for processed and value-added ready-to-eat and ready-to-cook products. Modern retail stores,
which include super markets and hyper markets, are expected to increase demand for hygienically processed food products.
While we currently have a diverse distribution network to cater to our retail and institutional customers, we constantly seek to
grow our product reach to under-penetrated geographies. We intend to appoint additional distributors to increase the availability
of our products in certain regions in India.
Continue to Grow our Overall Market Share by Leveraging our Presence in Existing Business Verticals
We will continue to focus on improving our market share across all our business verticals. Since several sectors in which we
operate are largely unorganized, we believe that cost leadership will be a key enabler for us to increase the market share of our
products. We believe that our ability to increase our sales will be strengthened by our continued focus on offering a wide range
of innovative products across all our business verticals.
We believe that our presence in key-agricultural verticals provides us with significant business inter-linkages and we intend to
improve our overall operating efficiencies by leveraging strengths from our different businesses as well as benefit from the
economies of scale. We believe that we can leverage our experience of operating in diverse agri-verticals to compete more
effectively and improve our market share in each of our business verticals.
We also intend to improve our cost efficiency and productivity by implementing effective and efficient operational techniques.
Our operations team, comprising experienced veterinarians, agronomists, plant engineers and senior management, adopts best
practices in line with industry standards across our production facilities. We will continue to leverage our in-house technological
and R&D capabilities to effectively manage our operations, maintain strict operational controls and enhance customer service
levels.
Inorganically Grow our Business Offerings
We will evaluate inorganic growth opportunities, in keeping with our strategy to grow and develop our market share or to add
new product categories. We may consider opportunities for inorganic growth, such as through mergers and acquisitions, if,
among other things, they
132
consolidate our market position in existing business verticals;
achieve operating leverage in key markets by unlocking potential efficiency and synergy benefits;
strengthen and expand our product portfolio;
enhance our depth of experience, knowledge-base and know-how; and
increase our sales and distribution network.
We have demonstrated the capability to operate joint ventures in and outside India with partners in our animal feed business in
Bangladesh and poultry and processed foods business in India.
Our History
We were incorporated in 1991 with an objective to focus on agricultural businesses. Our animal feed and crop protection
businesses were commenced by erstwhile Godrej Soaps Limited and then acquired by our Company. In the first decade of our
journey, we were committed to building three key business verticals animal feed to improve the yield of Indian livestock,
crop protection to address the low productivity of Indian agriculture and oil palm business to benefit from the public-private
partnership model introduced by the GoI in order to reduce Indias dependence on vegetable oil imports.
In 2001, to further strengthen our presence in the animal feed business, we acquired Goldmohur Foods and Feeds Limited (a
subsidiary of Hindustan Lever Limited), and in 2004 expanded our animal feed business to Bangladesh by forming a joint
venture with Advanced Chemical Industries Limited (Bangladesh), which is one of the large conglomerates in Bangladesh. In
1994, our Company ventured into the poultry business by launching the Real Good Chicken brand. In 2008, with an objective
to grow our poultry and processed foods business, we entered into a joint venture with Tyson India Holding Limited, a
subsidiary of Tyson Foods Inc., U.S.A., which is a Fortune 500 company.
We entered the dairy business with acquisition of 26.0% equity interest in Creamline Dairy in 2005. The poultry venture and
the dairy investment was done with an objective to be present across the value chain from feed to food. In 2015, we consolidated
our shareholding in Creamline Dairy to 51.9% with the intent to further strengthen our journey from feed to food. In 2015, we
also acquired a majority equity interest in Astec LifeSciences to boost our manufacturing capabilities in agro-chemicals and
backward integrate our crop protection business.
Our Business and Operations
We operate in five business verticals: animal feed, crop protection, oil palm, dairy and poultry and processed foods.
In our animal feed business, our portfolio of products comprises cattle feed, poultry feed (broiler and layer), aqua feed (fish and
shrimp) and specialty feed. For the three months ended June 30, 2017 and the financial years 2017, 2016 and 2015, our
Companys revenue from the sale of our animal feed products was 6,344.64 million, 26,208.22 million, 25,442.02 million
and 25,429.88 million, or 46.5%, 53.2%, 67.8% and 76.8% of our consolidated total revenues from operations, respectively.
Further, our Company holds a 50.0% equity interest in a joint venture, ACI Godrej, with Advanced Chemical Industries Limited
(Bangladesh), which processes and sells poultry feed, cattle feed and fish feed in Bangladesh.
Products
Over the years, we have developed a deep understanding of Indian breed and milk production levels of cows and buffaloes as
well as their feeding practices and we leverage our knowledge and experience to manufacture cattle feed products. Our products
contain proteins, minerals and vitamins in adequate quantity and proportion to meet the nutritional requirements of dairy cattle.
We offer a variety of cattle feed to enhance milk production, reproductive ability and the overall health of cattle. We also work
closely with farmers and offer on-site assistance to help them achieve higher yields.
Our product offerings range across the life span of cattle starting from calf stage to lactation stage. Our major cattle feed
products are tailored for high milk yielding cattle (Bovino, Godrej Bypro and Milk More), medium milk yielding cattle
(High Performance Milk Ration), calves (Bovino Calf Starter), heifers and buffaloes. Our poultry feed products consist of
broiler full feed and layer full feed. Our major broiler full feed products include feed for prestarters (Superstar and Excel
Prestarter), feed for starters and finishers (Excel, Crumbro, Higain Gold) and broiler premixes. Our major layer full feed
products are CrumChick, CrumGro, CrumEgg, Eggy, MorEggs and 8W. We also sell concentrates in both broiler full
feed and layer full feed categories where farmer can mix their raw materials with concentrates to create full feed.
Our aqua feed products include shrimp feed, particularly for vannamei and black tiger shrimp, and fish feed. Our major shrimp
feed products include feed for black tiger shrimp (Som feed), vannamei (White Diamond and Indica). Our major fish feed
133
products include floating feed (Vruddhi and Vruddhi plus, Spark, Spark Plus, Shakti, Profit Plus) and premium
sinking feed (Popular,Jalpari and Grow Plus).
Our specialty feed products cater to the nutritional requirements of sheep and goats, among other animals.
Production Facilities
Our animal feed products are manufactured at 35 facilities, of which 10 facilities are owned by us, and seven are operated by
us, and are strategically located near major consumption centers, with an aggregate production capacity of 2.36 million MT per
annum, as of June 30, 2017, to support our animal feed business. We have also commissioned a poultry feed plant at Raipur
during the first quarter of financial year 2018.
We have also incorporated a joint venture in Bangladesh, ACI Godrej, which has two manufacturing facilities in Sirajganj and
Rajshahi and was the fourth largest feed producer, in terms of sales volume, during the financial year 2016. (Source: Bangladesh
Report)
We have the manufacturing capability to produce pellets and crumbs for all categories of compound feed. Our manufacturing
facilities source power from respective state electricity boards and use diesel generators as a back-up power system. Our
manufacturing facilities depend on the respective industrial development corporations for their water supply and also source
ground water.
The following table sets forth the facility wise capacity utilization of our Company for the periods indicated:
For the financial year 2015 For the financial year 2016 For the financial year 2017 Three months ended June 30, 2017
Plant Capacity Production Capacity Capacity Production Capacity Capacity Production Capacity Capacity Production Capacity
Description (MT) (MT) Utilisation (MT) (MT) Utilisation (MT) (MT) Utilisation (MT) (MT) Utilisation
(%) (%) (%) (%)
Khanna 96,000 27,609 29% 96,000 55,006 57% 96,000 56,288 59% 24,000 13,554 56%
Khanna Taj 48,000 23,691 49% - - - - - - - - -
Mahal*
Khanna 6,000 4,142 69% 6,000 3,464 58% - - - - - -
Arihant *
Khanna new 300,000 135,848 45% 300,000 108,844 36% 312,000 95,279 31% 78,000 21,292 27%
Kishangarh* 30,000 17,723 59% 30,000 18,321 61% - - - - - -
Ajmer* - - - 18,000 7,003 39% 18,000 13,144 73% - - -
Ajmer (new) 24,000 20,642 86% 22,000 15,770 72% 33,000 25,784 78% 8,250 4,983 60%
Kharagpur 120,000 52,627 44% 120,000 38,448 32% 120,000 24,879 21% 30,000 7,121 24%
Hazipur - - 60,000 18,428 31% 120,000 53,549 45% 30,000 13,418 45%
Khurda 48,000 18,858 39% 48,000 19,183 40% 48,000 15,864 33% 12,000 4,299 36%
Raipur factory 24,000 12,611 53% 24,000 15,617 65% 24,000 16,460 69% 6,000 3,311 55%
Kondapally 30,000 8,308 28% 30,000 6,534 22% 30,000 10,295 34% 7,500 3,358 45%
Hyderabad- 36,000 22,653 63% 36,000 21,132 59% 6,000 15,894 44% 9,000 3,946 44%
Medchal
Miraj factory 78,000 68,637 88% 120,000 48,848 41% 120,000 58,146 48% 30,000 13,821 46%
Kolhapur 48,000 25,377 53% 48,000 22,533 47% 48,000 25,919 54% 12,000 6,772 56%
factory
Satara factory 36,000 31,853 88% 36,000 32,475 90% 36,000 2,053 89% 9,000 8,087 90%
Baramati 48,000 38,704 81% 48,000 36,060 75% 42,000 36,172 86% 10,500 10,824 103%
factory
Baramati new 198,000 27,306 14% 198,000 72,034 36% 198,000 77,718 39% 49,500 19,193 39%
Vambori 27,000 19,030 70% - - - - - - - - -
factory*
Dhule 42,000 18,299 44% 42,000 14,060 33% 42,000 17,664 42% 10,500 3,911 37%
Sachin factory 42,000 24,324 58% 42,000 22,757 54% 42,000 33,870 81% 10,500 5,961 57%
Vaghasi 42,000 40,827 97% 42,000 40,351 96% 42,000 41,743 99% 10,500 9,784 93%
factory
Unnao 48,000 46,689 97% 48,000 44,132 92% 48,000 42,176 88% 12,000 9,161 76%
Varanasi 96,000 67,019 70% 96,000 63,128 66% 96,000 55,731 58% 24,000 13,592 57%
Nagpur* 48,000 25,644 53% 48,000 20,995 44% 48,000 19,714 41% 12,000 4,696 39%
Indore factory 30,000 13,264 44% 30,000 9,490 32% 30,000 6,611 22% 7,500 1,296 17%
Hubli 30,000 21,237 71% 30,000 19,049 63% 30,000 17,399 58% 7,500 3,020 40%
Hubli-AIMS 24,000 15,142 63% 24,000 10,939 46% 24,000 11,787 49% 6,000 2,940 49%
Tumkur 45,500 17,979 40% 78,000 24,767 32% 78,000 23,811 31% 19,500 6,820 35%
Coimbatore 12,000 5,885 49% 12,000 5,306 44% 12,000 5,387 45% 3,000 1,368 46%
Vijaymanglam 84,000 45,218 54% 84,000 46,595 55% 84,000 39,542 47% 21,000 8,529 41%
Erode 78,000 46,497 60% 78,000 44,994 58% 78,000 55,594 71% 19,500 17,754 91%
Vijayawada 42,000 31,121 74% 42,000 28,495 68% 42,000 18,503 44% 10,500 7,633 73%
(Aqua)
Hanuman 90,000 30,039 33% 126,000 45,212 36% 126,000 60,837 48% 31,500 17,286 55%
Junction
Yanam 24,000 12,506 52% 24,000 6,066 25% 24,000 4,902 20% 6,000 1,394 23%
Nasik 50,400 46,094 91% 50,400 46,168 92% 50,400 44,593 88% 12,600 11,528 91%
Chitradurga 144,000 64,177 45% 144,000 63,694 44% 144,000 53,230 37% 36,000 11,746 33%
* We have terminated our manufacturing operations at these facilities.
134
The following table sets forth the facility wise capacity utilization of ACI Godrej for the periods indicated:
SIRAJGANJ For the financial year Three months ended

2015 2016 2017 June 30, 2017
Unit 1
Installed Capacity (per 14,400 MT 14,400 MT 14,400 MT 14,400 MT
month)
Actual Production (per 6,510.69 MT 9,170.53 MT 9,140.78 MT 8,562.33 MT
month)
Utilization (%) 45.21% 63.68% 63.47% 59.46%
For the financial year
2015 2016 2017
Unit 2
month)
Actual Production (per 5,018.66 MT 4,052.16 MT 5,586.65 MT 7,318 MT
month)
Utilization (%) 29.04% 23.45% 32.33% 42.35%
For the financial year Three months ended
2015 2016 2017 June 30, 2017
Unit 3
month)
Actual Production (per 2,680.51 MT 3,250.04 MT 2,728.54 MT 3,386.67 MT
month)
Utilization (%) 74.45% 90.27% 75.79% 94.07%
RAJSHAHI* For the financial year Three months ended
2015 2016 2017 June 30, 2017
Unit 1
Installed Capacity (per NA NA 1,800 MT 1,800 MT
month)
Actual Production (per NA NA NA 971 MT
month)
Utilization (%) NA NA NA 53.94%
For the financial year Three months ended
2015 2016 2017 June 30, 2017
Unit 2
Installed Capacity (per NA NA 10,800 MT 10,800 MT
month)
Actual Production (per NA NA NA NA
month)
Utilization (%) NA NA NA NA
* Although this plant was commissioned during the financial year 2017, commercial operations commenced during the financial year
2018 since we were unable to source gas for our operations.
Raw Materials
Our key raw materials are grains (primarily maize), extractions (de-oiled rice bran extraction, soybean extraction and mustard
extraction), animal proteins, molasses, amino acids, vitamins, minerals, and other additives. For the procurement of our raw
materials, we have set up a team comprising 35 personnel as of June 30, 2017, located at Mumbai and at our regional offices in
Pune, Bangalore, Hyderabad, Vijayawada, Kolkata, Lucknow and Khanna. By maintaining such presence, we are aware of
opportunities that exist across different regions and are able to take advantage of regional arbitrages.
We procure grains primarily from traders and aggregators and seek to minimize our procurement costs. We procure extractions,
animal proteins, vitamins, amino acids and packing materials primarily from manufacturers to ensure good quality and a steady
supply. All of our plants are equipped with laboratories where we test raw materials for quality and use an enterprise resource
planning system SAP, which enables us to monitor our stock of raw materials and the quality of raw materials obtained from
each vendor.
Marketing, Distribution and Customers
Our pan-India distribution network for our animal feed products comprises approximately 4,000 distributors, as of June 30,
2017. Our marketing initiatives include educating farmers on feeding practices, conducting lecture series and training farmers.
135
Research and Development
The Nadir Godrej Centre for Animal Research and Development in Nashik, Maharashtra is among the leading animal husbandry
research centres in the private sector in India. We intend to leverage our capabilities at this centre to develop cost effective
solutions to improve animal productivity.
This centre is equipped to analyze proximate analysis, enzyme assay, assessment of fat and protein quality, analyze quality of
various additives, macro nutrients, anti-nutrients, toxins, adulterants, pathogens, friendly microbes, profile of animal intestinal
micro flaura, plant cell wall fractions and metabolizable energy estimation.
As of June 30, 2017, we had 45 scientists working at this center focused on R&D for poultry feed and cattle feed. Our R&D
initiatives has enabled us to launch products such as Bovino calf starter, Bovino calf grower, Bovino heifer feed, Bovino
lactation Bovino 30+ (high yielding cattle), Transi feed (dry period to lactating period), Doodhratna (water buffalo feed) and
Moo Magic (concentrate for farmers who do not use compound feed).
We produce a wide range of agro-chemical products that cater to the entire lifecycle of crops. Our product portfolio includes
organic manures, seed treatment fungicides, plant growth regulators, herbicides, insecticides and fungicides. Our products can
be used for the growth of all major cereals, vegetables and horticulture crops across both agri-seasons (Kharif and Rabi) in
India.
In October 2015, we acquired a majority equity interest in Astec LifeSciences, which produces agrochemical active ingredients
(technical), bulk and formulations as well as intermediate products. Astec LifeSciences also engages in contract manufacturing
with a focus on triazole group of fungicides. Astec LifeSciences sells its products in the domestic market as well as exports
them to approximately 24 countries, including the United States and countries across Europe, West Asia, South East Asia and
Latin America. The acquisition of Astec LifeSciences helped us grow our portfolio of products and strengthen our product
pipeline. As of June 30, 2017, our Company and Astec LifeSciences had an aggregate of 212 registrations under the Insecticides
Act, 1968.
For the three months ended June 30, 2017 and the financial years 2017, 2016 and 2015, our revenue from the sale of our crop
protection products was 2,780.51 million, 7,647.25 million, 4,959.38 million and 3,352.48 million, or 20.4%, 15.5%,
13.2% and 10.1% of our total revenues from operations, respectively.
Products
Our key plant growth regulators are Vipul, Double, Combine, Bountee, Zymegold and Drip Zyme, which improve
plant growth and are compatible with many of the most commonly used crop protection products. Our key soil conditioner
product is Vikas. Our key cotton herbicide is Hitweed. Our other crop protection products include Oryzostar which is a
herbicide used for paddy crop. We also export neem based formulations to the United States, Kenya and Mauritius.
Our Company launched branded products comprising plant growth regulators, insecticides, herbicides and fungicides. The
crops that these products cater to include grapes, paddy, soybean and groundnut. In addition, Astec LifeSciences launched six
products during the last three financial years.
Astec LifeSciences has developed a niche product portfolio on the triazole group of fungicides, which have applications across
a broad spectrum of fungal attacks in crops such as cereals, oilseeds and horticulture crops.
We have two manufacturing facilities, one at Lote Parshuram, Maharashtra and the other in Samba, Jammu and Kashmir.
Our facility at Lote Parshuram manufactures agrochemical technical and neem-based formulations for exports. We can also
conduct condensation reactions, substitution reactions, baeyer villiger oxidation, osmylation and column chromatography
purification at this facility. We source power for this facility from the state electricity board and water from the local municipal
corporation. Our Lote Parshuram factory is well equipped with a tertiary method for treatment of all the effluents generated at
the factory with a RO system and an online effluent monitoring system connected to central pollution control board servers.
Our facility at Samba, Jammu and Kashmir is capable of producing emulsifiable concentrate, emulsion oil in water, suspension
concentrate, wettable powder and granular formulations. We source power for this facility from the state electricity board and
water from the local municipal corporation. We have a primary and secondary treatment system for treating all the effluents
from this facility before discharge.
In addition, we also use certain third-party production facilities for formulating generic products.
136
The following table sets forth information relating to our facility at Lote for the periods indicated:
Product Specification Liquid formulation (KL) Solid formulation (MT)

For the three months ended June 30, 2017
Installed capacity 356.00 760.13
Actual production 24.88 23.73
Utilization (%) 7.0 3.1
For the financial year 2017
The following table sets forth information relating to our facility at Samba for the periods indicated:
Product Specification Liquid formulation (KL) Solid formulation (MT)

For the three months ended June 30, 2017
Installed capacity 1,470.00 15,200.00
Actual production 1,480.89 557.48
Actual production 1,500.47 1,773.46
Utilization (%) 150.01 12.70
Actual production 863.43 2,276.00
Astec LifeSciences has two facilities at Mahad, Maharashtra and one facility at Dombivali, Maharashtra. Astec LifeSciences
has set up a wastewater treatment unit with multiple effect evaporators, primary treatment unit and secondary treatment
(biological) at both facilities. Astec LifeSciences also has gaseous emission treatment with multiple effect evaporators, primary
treatment and secondary treatment (biological) and discharge waste to a central effluent treatment plant. Astec LifeSciences
has established management controls and systems to control and prevent processes, residues and discharges from polluting the
air, ground or water.
The following table sets forth information relating Astec LifeSciences facilities for the periods indicated:
Plant 2015 2016 2017 Three months ended June 30, 2017
Installed Actual % Installed Actual % Installed Actual % Installed Actual %
(MT) (MT) Utilization (MT) (MT) Utilization (MT) (MT) Utilization (MT) (MT) Utilization
Dombivali 960 703 73 1,080 993 92 1,080 1,071 99 360 339 94
Mahad 1 1,862 1,466 79 1,928 1,578 82 2,125 1,920 90 657 633 96
Mahad 2 4,374 1,258 29 4,374 1,276 29 5,870 850 14 1,467 109 8
Raw Materials
Our key raw materials include organic chemicals, petroleum solvents, intermediates, fluro chemicals, catalysts, inhibitors, anti
oxidants, solid fuel, fine chemicals phytosterols, vegetable oil extracts, emulsifiers derived from fatty alcohols and bentonite.
We source our raw materials from manufacturers, traders, dealers and distributors across India and China.
137
Astec LifeSciences sells all its products to institutional customers, while our Company sells products primarily to retail
consumers through our network of distributors. Our distribution network in India comprises approximately 6,000 distributors,
as of June 30, 2017. We also sell our products to peer companies and sell certain products in combination with peer company
products to improve our offering and positioning of our products to farmers.
Through our R&D initiatives, we have developed several innovative products, including homobrassinolides based products,
seaweed extract based products, triacontanol based products, pyrthiobac sodium (cotton herbicide) and bispyribac sodium (rice
herbicides). Our R&D efforts are focused on performance improvement projects to improve the yield and purity of the output
from the existing processes, process development for off-patented chemistries to develop process know-how and to work with
contract manufacturing customers from gram scale synthesis to commercial scale level. In addition, our R&D team performs
processes synthesis at gram scale level, develops suitable instrumentation methodology for testing and bio-assay techniques to
measure the effectiveness of products. Our R&D team comprises 45 scientists who are based at our laboratories in Vikhroli,
Mumbai and Dombivali, Thane.
In our oil palm business, we were the largest crude palm oil producer in India, in terms of market share, as of March 31, 2017.
(Source: Oil Palm Report) We work closely with Indian farmers to develop oil palm plantations and through our association
with them, we had exclusive access to approximately 61,700 hectares under oil palm plantations across nine states, which is
equivalent to approximately one-fifth of Indias oil palm plantations, as of March 31, 2017. (Source: Oil Palm Report) We
engage with the oil palm farmers by offering variety of services such as quality seedlings, fertilizers, technical guidance and
assured buyback of FFBs.
Our farmer support initiatives include farmer care centers in Andhra Pradesh and Tamil Nadu to provide farmers with equipment
and training in mechanical harvesting. We also maintain electronic databases that track fertilizer usage, total available area and
uprooted area so that we can continue to improve farmers FFB yields.
For the three months ended June 30, 2017 and the financial years 2017, 2016 and 2015, our revenue from the sale of our oil
palm products was 1,309.09 million, 5,066.42 million, 4,041.92 million and 3,937.98 million, or 9.6%, 10.3%, 10.8%
and 11.9% of our total revenue from operations, respectively.
Products
We produce a range of products including crude palm oil, crude palm kernel oil, palm kernel cake and other by-products:
crude palm oil it is extracted from FFBs of oil palm. It is refined for edible purposes and also has applications in
confectionary, personal care and cosmetic industry.
crude palm kernel oil it is extracted from palm kernel and has applications across confectionary, personal care and
edible oil industry.
We have set up five palm oil mills in India with an aggregate FFB processing capacity of 125 MT per hour and a palm kernel
processing capacity of seven MT per hour, as of June 30, 2017.
The following table sets forth the aggregate FFB capacity as of June 30, 2017:
Plant Location FFB processing capacity Operating (hours Operation (days per Installed capacity
(MT per hour) per day) annum) (MT)
Pothepalli, Andhra 55 20 300 330,000
Pradesh
Chintampalli, Andhra 60 20 300 360,000
Pradesh
Ariyalur, Tamil Nadu 2.5 20 300 15,000
Goa 2.5 20 300 15,000
Mizoram 5 20 300 30,000
Total 125 750,000
138
The following table sets forth the aggregate capacity of Palm Kernel as of June 30, 2017:
Plant Location Palm Kernel processing Operating (hours Operation (days per Installed
capacity (MT per hour) per day) annum) capacity (MT)
Pothepalli, Andhra 2.5 20 300 15,000
Pradesh
Chintampalli, Andhra 4 20 300 24,000
Pradesh
Ariyalur, Tamil Nadu 0.5 20 300 3,000
Total 7 42,000
The following table sets forth certain key information about our capacity and production volumes for the periods indicated:
Financial Year Three months

2015 2016 2017 ended June
30, 2017
Product Specification:
Installed Capacity (MT)
Fresh Fruit Bunches -FFB 690,000 690,000 750,000 167,300
Palm Kernel 42,000 42,000 42,000 9,070
Actual Processed (MT)
Fresh Fruit Bunches FFB 337,037 397,829 408,531 137,801
Palm Kernel 19,512 24,475 24,689 8,132
Actual Production (MT)
Crude Palm Oil CPO 62,568 73,776 75,184 23,179
Crude Palm Kernel Oil CPKO 6,570 8,518 8,598 2,976
The following table sets forth the peak month capacity utilization for the periods indicated:
For the financial year Three months ended June

2015 (%) 2016 (%) 2017 (%) 30, 2017
Andhra Pradesh
CPO Mill based on FFB 89.0 107.2 97.0 91.2
CPKO Mill based on palm kernel 76.5 93.7 103.4 92.6
Goa
Mizoram
Tamil Nadu
CPKO Mill based on palm kernel 23.7 33.7 30.7 NA
The peak month capacity utilization has been calculated by considering the FFB processed during the peak months of June to
September for each year. The utilization rates for our mills fluctuate over the course of any given year because it is necessary
to have sufficient processing capacity to meet the demands of the peak harvesting season, which capacity is then not fully
utilized during off-peak times. Accordingly, during the peak harvesting season our actual utilization rates are higher than our
average annual utilization rate. At other times of the year, our actual utilization rate is often lower.
Raw Materials
We liaise with farmers participating in the Oil Palm Development Programme. Under the Oil Palm Development Programme,
state governments subsidize oil palm planting and farm operations with annual stipends to encourage farmers to plant and grow
oil palm by helping to offset the four year-long gestation period required between field planting and first harvest. Production
of FFBs is cyclical with a substantial majority of our harvest produced between the months of June and October.
We enter into memoranda of understanding with state governments, who allot districts or mandals within districts to us in
their respective states. We currently have a presence in, and memoranda of understanding with the state governments of Andhra
Pradesh, Tamil Nadu, Goa, Orissa, Gujarat, Mizoram, Chhattisgarh, Maharashtra and Telangana. Pursuant to these memoranda
of understanding, we train farmers on the benefits of planting oil palm on their farmland and providing technical guidance and
assistance. Under such memoranda of understanding we have no control over the price at which we are required to purchase
the FFB. We are required to purchase harvested FFBs at a price using a pre-determined formula, typically fixed by a committee
formed by the state government. The terms of these memoranda of understanding do not allow us to withdraw from our
139
obligations under any circumstances. Further, we are also required to replace the planting material and compensate the farmers
for loss of yield even when such loss occurs due to no fault of ours.
We establish oil palm nurseries to supply farmers with quality seedlings and technical guidance while planting and growing oil
palm. We also work with the farmers to understand the benefits of intercropping in the plantations to supplement their income
stream during the gestation period.
Farmers harvest the FFBs and bring them to collection centers, which transport the FFBs to our processing mills through
collection agents. Because FFBs must be processed within approximately 48 hours of being harvested, our five processing mills
across Andhra Pradesh, Goa, Mizoram and Tamil Nadu are located in close proximity to regions with high concentrations of
oil palm farms. Our processing mills produce crude palm oil, crude palm kernel oil, palm kernel cake and other by-products.
The following table sets forth the age profile of the oil palm plantations accessible to us as of March 31, 2017:
Age profile (years) Hectares

Up to three years 20,005
Three to eight years 21,349
Above eight years 20,346
Total 61,700
We sell crude palm oil, crude palm kernel oil and palm kernel cake primarily to refineries in India and other corporates.
We have established an R&D facility at Chintampalli, Andhra Pradesh that is focused on improving FFB yields on a per hectare
basis. One of our current R&D initiatives is to analyze the soil and leaf samples of our farmers land and provide customized
suggestions to improve the productivity of the farm, thereby improving FFB yields and synchronous flowering, fruiting and
harvesting. We are also exploring new avenues of value creation from oil palm biomass.
Our Dairy Business
We entered the dairy business in 2005 and in October 2015 we acquired a majority equity interest in Creamline Dairy, which
currently sells milk and milk based products under the Jersey brand. For the three months ended June 30, 2017 and the
financial years 2017 and 2016, our revenue from the sale of our dairy products was 3,082.32 million, 10,099.17 million and
2,728.90 million, respectively.
Products
We have a range of offerings including, fresh toned milk, double toned milk, standardized milk and full cream milk. We also
introduced our product Enrich D, a premium offering of milk fortified with Vitamin D as a result of our R&D initiatives.
Our milk-based value added products include curd, lassi, butter milk, flavored milk, paneer, ghee, milk powder, doodh peda
and ice cream.
We operate nine milk processing units located at Hyderabad, Bengaluru (Madnapally and Malavally), Chennai, Vijaywada,
Nagpur, Tirunelveli, Ongole and Keshvaram.
Our unit at Ongole is powered by captive solar energy while our other units source power from respective state electricity
boards and use generators as a back-up power system. Our units primarily depend on bore wells for water supply.
The following table sets forth the installed capacity and production volumes of dairy products during the relevant periods:
Particulars Installed Capacity Actual Production Capacity Utilization (%)

Financial year Three months Financial year Three months Financial year Three months
2015 2016 2017 ended June 30, 2015 2016 2017 ended June 30, 2015 2016 2017 ended June 30,
2017 2017 2017
Milk (million 270 270 293 73 167 162 184 50 62 60 63 68
litres)
Bulk products 27,448 27,448 30,952 7,702 4,076 5,152 5,316 539 15 19 17 7
(Tonnes)
Retail products 60,590 83,585 137,887 34,377 28,939 35,494 46,063 18,137 48 42 33 53
(Tonnes)
SMP (Tonnes) 5,475 5,475 6,570 1,643 1,723 1,724 1,522 32 31 31 23 2
140
Particulars Installed Capacity Actual Production Capacity Utilization (%)
Financial year Three months Financial year Three months Financial year Three months
2015 2016 2017 ended June 30, 2015 2016 2017 ended June 30, 2015 2016 2017 ended June 30,
2017 2017 2017
Ice-Cream 2,190,000 2190,000 3,650,000 912,500 702,833 882,325 1,088,763 564,793 32 40 30 62
(litres)
Raw Materials
Raw milk is the key raw material that we require for our production operations. Over the years, we have diversified our milk
procurement sources in order to better manage our raw milk costs and exercise greater control over the quality of milk sourced.
We have a well-integrated supply chain network for our dairy operations that includes procurement from over 52 districts across
six states in India. Our average daily milk procurement for the three months ended June 30, 2017 and the financial years 2017,
2016 and 2015 was approximately 0.66 million litres per day, 0.63 million litres per day, 0.58 million litres per day and 0.54
million litres per day, respectively. As of June 30, 2017, we had a network of 120 chilling centres for milk procurement. Each
of our procurement facilities develops a pricing policy for the procurement of raw milk, which is dependent on factors such as
the market price of raw milk and the fat and solid non-fat content of milk.
Apart from raw milk, we also require cultures, sugar, flavour, spices, packaging material, stabilizers, preservatives and other
additives for our operations. The price and availability of our raw materials depend on several factors beyond our control,
including overall economic conditions, production levels, market demand and competition for such materials, production and
transportation cost, duties and taxes and trade restrictions.
We distribute milk through a network of approximately 4,000 distributors across the states of Telangana, Andhra Pradesh,
Tamil Nadu, Karnataka and Maharashtra while our milk products are distributed through a network of approximately 2,500
distributors across such states, as of June 30, 2017. As of June 30, 2017, we had also set up approximately 70 outlets known as
Jersey development centers primarily in Hyderabad, which market all Jersey brand products on an exclusive basis. In addition,
we sell our products through general and modern trade channels.
In 1994, our Company ventured into the poultry business by launching the Real Good Chicken brand. In 2008, with an
objective to grow our poultry and processed foods business, we entered into a joint venture with Tyson Foods Inc., U.S.A.
Products
We market our poultry and processed food products primarily through two brands, Real Good Chicken and Yummiez.
Products sold under our Real Good Chicken brand cater primarily to quick service restaurants and retail customers seeking
fresh value-added products. Products under our Yummiez brand cater primarily to retail customers with frozen value-added
chicken products and other snacks, such as nuggets, burger patty, tikkas, kebabs, french fries, frozen green peas, pizza pockets,
cheese fingers and veg dinoz.
We have set up two processing plants at Taloja, Maharashtra and Hoskote, Karnataka, with completely integrated breeding and
hatchery operations.
Our poultry production is vertically integrated. We breed and hatch broiler eggs in our hatcheries, before sending them to third
party farms to be reared. We provide third party farmers with day old chicks, medicine and poultry feed and pay the farmers a
fee to rear the poultry. Once the poultry has grown, we process the poultry in two of our production facilities. Both these
facilities are ISO 22000:2005 certified. For our frozen snacks, we contract with third parties who provide the recipes, source
the raw materials and produce frozen snacks that we sell under our brands. We use blast freezers technology, which though
expensive compared to conventional freezing process, minimizes bacterial growth in broilers making us the preferred choice
for the institutional clients.
Raw Materials
The key raw materials for our poultry products are breeder and broiler poultry feed.
As of June 30, 2017, we sold our products through a network of approximately 200 distributors and covered approximately
8,000 outlets. We transport processed products in refrigerated vans. As part of our distribution network, we provide retailers
with visi coolers that we have placed in retail outlets where our products are sold. The key markets for our poultry products are
Delhi, Maharashtra, Karnataka, Goa and Tamil Nadu.
141
Our Windmill Business
We operate a 11.25 MW wind power project comprising four windmills in Dhule, Maharashtra. We have entered into a power
purchase agreement with the Maharashtra State Distribution Company Limited for the off take of power generated at this
facility.
Quality Control
We place great emphasis on quality assurance and product safety at each step of the production process, right from the
procurement of our raw materials until the final product is packaged and ready for distribution to ensure that the quality of our
products meets the expectations of our customers and achieves maximum customer satisfaction. We have quality control
personnel, who ensure that people working in all departments from procurement to sales and marketing are trained on important
quality control aspects. To ensure compliance with our quality management systems and statutory and regulatory compliance,
our quality assurance team is equipped to train our staff on updates in quality, regulatory and statutory standards. We have
implemented occupational health and safety standards at our facilities and we regularly train our employees to ensure
compliance with these standards.
We have also implemented stringent quality control standards for raw material suppliers and vendors. On-site inspections and
routine audits are conducted for our vendors and suppliers to ensure constant supply of quality products. We also conduct
sampling tests to ensure that the colour, odour, taste, appearance and nutrients of the raw materials comply with our
requirements. Further, we maintain our facilities and machinery and conduct our manufacturing operations in compliance with
applicable food safety standards, laws and regulations and our own internal policies. We also inspect product samples at the
assembly line and conduct batch-wise quality inspections on our products to ensure compliance with applicable food safety
standards and laws. We conduct sample surveys at retail chains where our products are sold to ensure that our products are
properly transported and stored.
For our dairy business, we procure milk from milk farmers and through bulk milk coolers and chilling centres. At collection
centres and chilling centres, quality checks are conducted and milk is tested for fat and solid non-fat content. Organoleptic tests
are also conducted to check for odours, freshness of milk, the general consistency, colour and taste of milk and any water or oil
contaminations. We engage third-party logistics providers to bring the raw milk to our facilities, where we conduct extensive
laboratory tests. At our facilities, milk is tested for fat and solid non-fat content, protein and mineral content, bacterial
organisms, antibiotics, pesticides, toxins and other contaminants.
Human Resources
Our work force is a critical factor in maintaining quality and safety, which strengthens our competitive position and our human
resource policies focus on training and retaining our employees. We train our employees on a regular basis to increase the level
of operational excellence, improve productivity and maintain compliance standards on quality and safety.
We offer our employees performance-linked incentives and benefits and conduct employee engagement programs from time-
to-time. We also hire contract labor for our facilities, from time to time. Our employees at certain of our facilities have formed
registered unions. We believe we have good relations with our employees.
The following table sets forth the number of our employees as of June 30, 2017:
Particulars Number of Employees

Administration 25
Audit and assurance 16
Procurement 348
Environment, health and safety 16
Finance and legal 351
Human resources 67
Information technology 41
Manufacturing 876
Research and development 50
Sales, marketing and strategy 1,044
Engineering 41
Technical services 272
Quality 252
Transport, dispatch and finished goods supply 274
Purchase and stores 41
Operations 11
Supply chain 13
Total 3,738
142
Health, Safety and Environment
We aim to comply with applicable health and safety regulations and other requirements in our operations and have adopted a
health and safety policy that is aimed at complying with legislative requirements, requirements of our licenses, approvals,
various certifications and ensuring the safety of our employees and the people working at our facilities or under our
management.
We believe that accidents and occupational health hazards can be significantly reduced through a systematic analysis and control
of risks and by providing appropriate training to our management and our employees. We also believe that all our facilities
possess adequate effluent treatment processes and minimize any contamination of the surrounding environment or pollution.
Further, our subsidiary, Astec LifeSciences has adopted a safety management system, which includes process safety
management policy, project safety reviews, process specific training programmes, hazard identification and safety review
procedures, work permit systems, occupational health programs, process safety testing and emergency preparedness.
As part of our commitment to a sustainable palm oil supply chain, we have engaged the services of an accredited Roundtable
for Sustainable Palm Oil (RSPO) certification body to conduct a gap analysis of our current domestic smallholder supply
base in India against the requirements for RSPO Group Certification for smallholders. In lieu of a pre-existing RSPO National
Interpretation for India, the gap analysis shall be conducted against the RSPO Principles and Criteria 2013. We remain
committed towards Supply Chain Certification for pre-certified oil palm imports by 2020.
Information Technology
Our IT systems are vital to our business and we have adopted IT policies to assist us in our operations. The key functions of
our IT team include establishing and maintaining enterprise information systems and infrastructure services to support our
business requirements, maintaining secure enterprise operations through, among others, risk assessment and incident
management policies. We utilize an enterprise resource planning solution, SAP, which assists us with various functions
including customer relationship management, human resources and supply chain management.
For our animal feed and crop protection businesses, we have deployed a consumer application for distributors, dealers and
farmers. This application provides access to our product catalogue, product usage guides, sales inquiries, advisory services on
best practices, electronic record keeping and online purchases. In addition, we use mobile based applications to assist our teams
with various operational activities. For our aqua feed business, our sales teams utilize a farm tracking application to record
critical data points of an aqua farm and review the progress of the farm. Our technical teams have access to such data points,
which helps them in assessing product performance and addressing issues related to farm management practices and the
outbreak of any disease. Through this application, we can keep track of region wise growth patterns of shrimp and fish. For our
oil palm business, we utilize a mobile based farm management application, which assists us in monitoring areas under oil palm
cultivation, the age profile and the annual yield of oil palm plantations. Our field teams can use this application to monitor the
health of crops and estimate yields. We have also deployed a farm tracking application to record certain critical parameters of
poultry and cattle farms. Our nutrition team utilizes such information to track the performance of our products and can provide
timely advisory services to farmers, which assists us in strengthening our relationships with them.
Insurance
Our operations are subject to hazards inherent in manufacturing facilities such as risk of equipment failure, work accidents, fire,
earthquakes, flood and other force majeure events, acts of terrorism and explosions including hazards that may cause injury and
loss of life, severe damage to and the destruction of property and equipment and environmental damage. We may also be subject
to product liability claims if the products that we manufacture are not in compliance with regulatory standards and the terms of
our contractual arrangements. Our principal types of coverage include all risk insurance policy, boiler and pressure plant
insurance policy, electronic equipment insurance policy, standard fire and special perils insurance policy, machinery breakdown
insurance policy, money insurance policy, burglary insurance policy and comprehensive general liability insurance. Our
insurance policies may not be sufficient to cover our economic loss. See Risk Factors Internal Risk Factors Our insurance
coverage may not be sufficient or may not adequately protect us against all material hazards, which may adversely affect our
business, results of operations and financial condition on page 29.
Corporate Social Responsibility
We have adopted a Corporate Social Responsibility (CSR) policy in compliance with the requirements of the Companies
Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 notified by the Central Government. For the
financial year 2017, we spent 48.40 million on CSR activities.
143
Key social welfare initiatives recently undertaken by us include:
Education. We have entered into a memorandum of understanding with Access Livelihoods Consulting India Limited,
pursuant to which we engage their services for the digitization of curriculums for training of dairy farmers in
Maharashtra. We have also entered into an agreement with Lend-A-Hand Charitable Trust, and contribute to their
program to impart job and life skills training as part of secondary school curriculums in rural India.
Rural Development. We have entered into agreements with Aga Khan Rural Support Program and J.K Trust, pursuant
to which we promote activities relating to food security and animal husbandry in Madhya Pradesh and undertake cattle
breed improvement, respectively. In addition, we have entered into a memorandum of understanding with the Centre
for Advanced Research in Environment in order to provide technical assistance and training for smallholder farms in
Andhra Pradesh and Telangana, as well as with The Goat Trust and Udyogini, in collaboration with which we impart
training for increasing the yield of crop and livestock in rural areas. We have also contributed to a project run by Vrutti
aimed towards enhancing farm solutions, creating low-cost financing, diversifying options and enabling social
protection. We have entered into a memorandum of understanding with the Drishtee Foundation, pursuant to which
we impart training to farmers in Uttar Pradesh.
Competition
We compete with several regional and local companies, as well as large multi-national companies in each of our business
verticals. Our competitors in our animal feed business include Cargill India Private Limited and Kapila Cattle Feed Private
Limited; crop protection business include Rallis India Limited and Dhanuka Agritech Limited; oil palm business include Ruchi
Soya Industries Limited; dairy business include Heritage Foods Limited and Hatsun Agro Product Limited and poultry and
processed foods business include Venkys India Limited.
Intellectual Property
As of June 30, 2017, we had 192 registered trademarks, and had made applications for the registration of 56 other trademarks.
In addition, as of June 30, 2017, we owned 13 patents and had four pending patent applications, in several countries. Also, we
have two copyrights, one in literary and another in artistic work. We have applied for registration of a design for bottles /
containers for transport or handling of our agri-products. See Government and Other Approvals on page 509.
Our Properties
Our registered and corporate office is located at Godrej One, 3rd Floor, Pirojshanagar, Eastern Express Highway, Vikhroli
(East), Mumbai, India. Further, in addition to our own properties, we have leased or licensed properties at various locations in
India. As of the date of this Red Herring Prospectus, we own and operate certain manufacturing facilities, including at Khanna
(Ludhiana), Dhule, Miraj (Sangli), Sachin (Surat), Kharagpur (WB), Khurda (Odisha), Tumkur (Karnataka), Erode,
Vijaymangalam (Tamil Nadu), Goa and Andhra Pradesh. Some of the land for these manufacturing facilities is held by our
Company on freehold basis and some are held on leasehold basis.
Creamline Dairy has acquired properties, including in the State of Andhra Pradesh, Karnataka and Tamil Nadu as agricultural
land, for the purposes of installation of wind turbine generators and milk processing facilities.
Further, Astec LifeSciences has set up its manufacturing facilities on land which are on leasehold basis and has also taken
certain properties and leave and license basis for godown purposes for storage of chemical pesticides. In addition, Astec
LifeSciences has also taken properties on leave and license basis for the purpose of residence of employees of Astec
LifeSciences. Our Company has acquired residential flats in the Trees project at Mumbai. Our Company has also acquired
certain properties in Nashik for research and development activities and certain properties in Dhule for setting up of wind mills.
Further, as regards to the oil palm business, our Company has set up mills in Goa, Andhra Pradesh, Tamil Nadu and Mizoram
which are on freehold, leasehold and assigned land by Government. Our Company has taken properties on leasehold basis from
various state industrial development corporation / authorities for setting up factories to manufacture animal feed and crop
protection.
Godrej Tyson has acquired property in Karnataka and has a land on leasehold basis in Maharashtra for the purpose of its poultry
business.
Our Company has also entered into a development management agreement with Godrej Properties Limited with respect to
development of certain parcel of land near Bangalore.
144
REGULATIONS AND POLICIES
The following description is a summary of certain sector specific laws and regulations in India, which are applicable to our
Company. The information detailed in this chapter has been obtained from publications available in the public domain. The
regulations set out below may not be exhaustive, and are only intended to provide general information to the investors and are
neither designed nor intended to substitute for professional legal advice.
Our company operates in five business lines, namely, animal feed, dairy, crop protection, oil palm and poultry.
Laws in relation to animal feed business
The laws in relation to our animal feed business regulate, inter alia, (i) the setting up and operation of our production facilities
and (ii) various labour welfare measures. Our animal feed business is regulated both by Central laws and State-specific rules
and notifications. The Factories Act and the rules issued under the Factories Act by various State governments, require
registration of our production facilities and regulates their operations in relation to matters such as health and safety measures
to be adopted and welfare measures for persons working in our production facilities. The penalties for contravention of the
Factories Act include fine and imprisonment for the occupier or manager as defined under the Factories Act, and enhanced
penalties for repeat offences and contravention of certain provisions relating to use of hazardous materials. Our Company is
also required to obtain from various State authorities (i) consent to operate our production facility and (ii) permission to
discharge effluents and emissions, under the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and
Control of Pollution) Act, 1981 and the Environment Protection Act, 1986 (collectively, the Environmental Protection
Laws). The Industrial Disputes Act, 1947 (the Industrial Disputes Act), inter alia, regulates the dismissal of employees
and settlement of industrial disputes between the management and the employees. The Contract Labour (Regulation and
Abolition) Act, 1970 (the CLRA) regulates the registration of contract labour and their health and welfare.
Aqua Feed
Further, the production of aqua feed products is regulated by the Coastal Aquaculture Authority Act, 2005 (the CAA Act).
Under the CAA Act, any person carrying on the activity of coastal aquaculture in a coastal area or traditional coastal aquaculture
is required to be registered with the prescribed authority. Failure to obtain such registration could lead to penalties including
imprisonment. The CAA Act also restricts the areas in which coastal aquaculture can be carried on and permits the Central
Government to prescribe rules in this behalf.
Laws in relation to crop protection business
The laws in relation to our crop protection business, inter alia, regulate (i) the import and manufacture of certain products, (ii)
quality control of certain products, (iii) sale and distribution of certain products and (iv) the operation of our production
facilities. Our crop protection business is regulated both by Central laws and State-specific rules and notifications.
Insecticides
The Insecticides Act, 1968 (the Insecticides Act)
The Insecticide Act regulates the (i) registration; (ii) licensing; and (iii) quality-control of insecticides.
Registration: The definition of insecticides includes fungicides and weedicides. Any person who desires to import or
manufacture any insecticide is required to apply to the registration committee under the Insecticides Act, for the registration of
such insecticide. The functions of the registration committee include registering insecticides after scrutinizing their formulae
and verifying claims made by the importer or the manufacturer, as the case may be, as regards their efficacy and safety to human
beings and animals. The registration is granted by a central authority and is effective throughout India.
Licensing: Any person who desires to manufacture or sell, stock or exhibit for sale or distribute any insecticide, or to undertake
commercial pest control operations with the use of any insecticide may make an application to the licensing officer for the grant
of a license under the Insecticides Act. Our Company is required to obtain a separate license for each place in which we
manufacture, sell or distribute our products. The license granted may be revoked, suspended or amended, inter alia, for
misrepresentation of an essential fact and failure to comply with the conditions subject to which the license was granted. The
validity of the license is for a period of two years. And every such license will require to be renewed within three months from
the date of its expiry on payment of late fees.
Quality control: If based on inspection and analyses by the concerned statutory authority, the use of an insecticide or a batch
thereof is likely to lead to such risk to human beings or animals, the Central Government or the state government of such
insecticides may prohibit its sale, distribution or use, by notification, for a specified period.
Penalties: Contravention of the Insecticide Act is punishable with imprisonment or fine or both, with enhanced punishment for
repeat offences. Similarly, a person may be imprisoned for a period of six months to three years depending upon the nature of
the offence. Further, the prescribed officer under the Insecticide Act has the power to stop the distribution, sale or use of an
145
insecticide for a specified period which he has reason to believe is being distributed, sold or used in contravention of the
Insecticide Act. Additionally, if any person is convicted under the Insecticide Act, the stock of insecticide in respect of which
the contravention has been made is liable to be confiscated.
We are also required to comply with the guidelines, regulations and rules issued by the Central Insecticides Board (CIB).
The functions of the CIB include to advise the central and state governments on technical matters such as the risk to human
beings or animals involved in the use of insecticides and the safety measures necessary to prevent such risk and the manufacture,
sale, storage, transport and distribution of insecticides with a view to ensure safety to human beings or animals and to carry out
the other function assigned to it by or under the Insecticide Act.
The laws that govern the operations of our production facilities for insecticides inter alia, include the Factories Act, the
Environmental Protection Laws, the Industrial Disputes Act and the CLRA.
Seeds
The Essential Commodities Act, 1955 (the ECA)
Under the ECA, if the Central Government is of the opinion that it is necessary or expedient to (i) maintain or increase supply
of any essential commodity (as defined under the ECA); (ii) secure their equitable distribution and availability at fair price; or
(iii) for the defence of India or conduct of any military operation, it may inter alia, (a) regulate the production or manufacture;
(b) control the price; (c) regulate the storage, transport, distribution, disposal, acquisition or use; (d) prohibit the withholding
from sale; and (e) require any person holding stock to sell to the Central or State government, in respect of such essential
commodity.
The control orders issued under the ECA regulate essential commodities. Penalties under the ECA for contravention of its
provisions include fine, imprisonment and forfeiture of the goods.
The Seeds (Control) Order, 1983 (the Seeds Control Order)
The Seeds Control Order issued under the ECA requires every person carrying on the business of selling, exporting or importing
seeds, including but not limited to, those of a notified kind or variety, to obtain a licence under the Seeds Control Order and to
sell, export, or import seeds in compliance with the terms and conditions of such license. The license is required to be obtained
for every place in which the business is carried on. The license granted is valid for a period of three years unless suspended or
cancelled. The prescribed authority under the Seeds Control Order is empowered to direct a producer or dealer to sell or
distribute any seed in a manner specified by him by an order in writing if he is of the opinion that such a direction is necessary
in public interest.
The Seeds Act, 1966 (the Seeds Act)
The Seeds Act regulates the quality of certain seeds for sale, and related matters. The Seeds Act empowers the Central
Government to declare certain kinds or varieties of seeds as a notified kind or variety for the purpose of regulating the quality
of any kind or variety of seed to be sold for purposes of agriculture. Further, different kinds of varieties may be notified for
different States or for different areas thereof.
The Seeds Act empowers the Central Government to prescribe (i) minimum limits of germination and purity with respect to
any notified kind or variety of seed; and (ii) the particulars which the mark or label should contain to indicate that such seed
conforms to the minimum limits of germination and purity.
No person is permitted to carry on the business of selling, keeping for sale, offering for sale, bartering or otherwise supplying
any seed of any notified kind or variety unless (a) such seed is identifiable as to its kind or variety, (b) such seed conforms to
the minimum limits of germination and purity as prescribed by the Central Government and (c) the container of such seed bears
in the prescribed manner, the mark or label containing the correct particulars thereof as specified under the Seeds Act. Further,
no person is permitted for the purpose of sowing or planting, exporting or importing (or causing to be exported or imported)
any seed of any notified kind or variety unless (a) such seed conforms to the minimum limits of germination and purity as
prescribed by the Central Government, and (b) the container of such seed bears in the prescribed manner, the mark or label
containing the correct particulars thereof as specified under the provisions of the Seeds Act. The Seeds Act provides for
obtaining of a certificate for carrying out the above mentioned activities.
Laws in relation to oil palm business
The laws specific to our oil palm business are issued by various State governments. The laws, inter alia, regulate (i) the supply
of oil palm fruit bunches; (ii) the price at which oil palm fruit bunches are purchased; (iii) specific tax on purchase of oil palm
fruit bunches; and (iv) the operation of our production facilities. We are also required to obtain approvals and ensure labour
health and safety in accordance with the Factories Act as described above. The State governments of Andhra Pradesh,
Telangana, Tamil Nadu, Goa, Karnataka, Maharashtra and Mizoram, where our oil palm production facilities are located, have
issued specific laws in relation to the oil palm business. The Andhra Pradesh Oil Palm (Regulation of Production and
146
Processing) Act, 1993, Tamil Nadu Oil Palm (Regulation of Production and Processing) Act, 1994, Goa Oil Palm (Regulation
of Production and Processing) Act, 1998 and Mizoram Oil Palm (Regulation of Production & Processing) Act, 2004 have
similar provisions and are summarized below.
Supply of oil palm: The State government is empowered to declare any area as a factory zone for the supply of fresh oil palm
fruit bunches to the factory specified for the purpose. Once a particular area is declared as a factory zone, the oil palm growers
in that area are required to supply the fresh fruit bunches grown in that area only to the factory to whom the factory zone is
attached, and declare any particular factory zone as occupier for such factories in the factory zone.
Purchase price: The occupier of such factory zone is required to buy all the oil palm fresh fruit bunches produced which are
offered for sale from the oil palm growers in that area, at a price which is not below the minimum fixed price by the specified
authority. If all the oil palm fresh fruit bunches are not purchased at the specified price without any valid reason, the occupier
of the factory is liable to compensate the loss caused to the grower. The price is required to be paid within 14 days, failing
which, an interest of 15% per annum is levied. Further, any unpaid price will be recovered as an arrear of land revenue.
Tax: The government may by notification levy a tax not exceeding 100 per MT on the purchase of fresh fruit bunches required
for use, consumption or sale in a factory.
Penalties: Any person or occupier contravening the relevant Act is liable to pay the fine prescribed including a further fine if
the contravention is continuing. The occupier of the factory is any one or more of the Directors of our Company.
The other laws that govern the operations of our production facilities for our oil palm business inter alia, include the Factories
Act, the Environmental Protection Laws, the Industrial Disputes Act and the CLRA.
Laws in relation to dairy business
The laws in relation to our dairy business regulate, inter alia, (i) the registration and license; and (ii) quality control of food
business operators. Our dairy business is regulated both by Central laws and State-specific rules and notifications.
Food Safety Standards Act, 2006 (the FSS Act)
The FSS Act requires any person carrying on any food business or obtain a license granted by the Food Safety Standards
Authority of India (the FSSAI). The FSS Act, inter alia, sets out the requirements for licensing and registering food
businesses in addition to laying down the general principles for safety, responsibilities and liabilities of food business operators.
The license under the FSS Act is granted by the central licensing authority. The standards prescribed by the FSSAI include
specifications for ingredients, contaminants, pesticide residue, biological hazards and labels. Penalties under the FSS Act
include fines.
The other laws that govern the operations of our production facilities for our dairy business inter alia, includes the Factories
Act, the Environmental Protection Laws, the Industrial Dispute Act and the CLRA.
Laws in relation to poultry business
The laws in relation to our poultry business regulate, inter alia, (i) the registration and license; and (ii) quality control of food
business operators. Our poultry business is regulated by Central laws, including the FSS Act. For details of the FSS Act, see
Laws in relation to dairy business above.
147
HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was incorporated as Godrej Agrovet Private Limited on November 25, 1991 in the state of Gujarat as a private
limited company under the Companies Act, 1956. Our Company became a deemed public limited company under Section
43A(1) of the Companies Act, 1956, and the word private was struck off from the name of our Company with effect from
April 27, 1992. Pursuant to our Company passing a resolution under Section 21 of the Companies Act, 1956 on March 4, 1994,
our Company was registered as a public limited company with effect from August 26, 1994. Subsequently, the Registrar of
Companies, Gujarat issued a fresh certificate of incorporation dated February 19, 2002, consequent upon conversion, recording
the change of our Companys name to Godrej Agrovet Limited. For information of our Companys profile, activities, services,
market, growth, technology, managerial competence, capacity built-up and standing with reference to prominent competitors,
see Our Management, Our Business and Industry Overview beginning on pages 158, 128 and 102 respectively.
As on September 14, 2017, our Company has 138 Shareholders.
Changes in Registered Office
Except as disclosed below, there has been no change in the Registered Office of our Company since the date of our
incorporation.
Date of change Details of change in the address of the Registered Office Reasons for change in the
address of the Registered
Office
April 1, 2002 The registered office of our Company was shifted from 247/1&2, Administrative convenience
GIDC Industrial Estate, Sachin 394 203, Surat, Gujarat to
Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai
400 079.
December 1, 2015 The registered office of our Company was shifted from Upon construction of new
Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai office, the Registered Office
400 079 to Godrej One, 3rd Floor, Pirojshanagar, Eastern Express was shifted into new
Highway, Vikhroli (East), Mumbai 400 079. premises.
Main objects of our Company
The main objects contained in the Memorandum of Association are as follows:
1. To acquire, take over and carry on as a going concern the entire business carried on by the Agrovet Division of Godrej
Soaps Limited, carrying on Business of agricultural and veterinary products, having its Registered Office at Pirojsha
Nagar, Eastern Express Highway, Vikhroli, Mumbai - 400 079 and all its assets both immovable and movable and all
its factories along with its marketing and related facilities.
2. To carry on the business of processing, converting, producing, manufacturing, formulating, using, buying, acquiring,
storing, packing, selling, transporting, distributing, importing, exporting, trading and disposing off all types of animal,
poultry feeds, articles of food for consumption of animals, birds, insects, fish, plants or any other living organism,
agro chemicals including long chain alcohols, its precursors and derivatives, sterols, furfurals, chemical pesticides,
plant growth promoters, plant growth suppressors, including succericide, bio-fertilisers, organic and inorganic
fertilisers, manures, herbal pesticides including neem based pesticides, slow nitrogen release urea, and other
chemicals based agricultural inputs, agricultural implements, including tractors, harvestors, pumps, drip irrigation,
sprinklers, borewells, plant protection appliances, sprayers, dusting equipments, veterinary medicines, diagnostics,
vaccines, syringes, tissue culture, aqua culture, vegetable and oil seeds pulses, cereals and multiplication thereof.
The main objects as contained in our Memorandum of Association enable our Company to carry on the business presently being
carried out as well as to carry on the activities for which the funds are being raised in the Issue.
Amendments to our Memorandum of Association
Date of Shareholders resolution / Particulars

effective date
February 4, 1994 Clause V of the Memorandum of Association was amended to reflect increase in the
authorised share capital of our Company from 50,000,000 comprising 5,000,000
Equity Shares to 100,000,000 comprising 10,000,000 Equity Shares.
148
Date of Shareholders resolution / Particulars
effective date
September 25, 2001* Clause II of the Memorandum of Association was altered for shifting of our Registered
Office from the state of Gujarat to the state of Maharashtra pursuant to the order passed
by the Company Law Board by way of its order dated March 21, 2002.
April 12, 2006 Clause III B. 5 of the Memorandum of Association was amended to reflect the change
in the ancillary objects by deletion of the words However, the Company shall not
carry on any Banking or Insurance Business.
Clauses III C. 45 and 46 of the other objects clause of the Memorandum of Association
were added to the existing Clause III of the objects clause.
October 6, 2006 Clause III C. 23 of the Memorandum of Association which read as To carry on the
business of producing and distributing energy from solar, geothermal, bio-mass or
any other source was replaced with the existing clause.
Clause III C. 37 of the Memorandum of Association was amended to reflect the change
in the other objects by replacing the words To export and promote the export of and
otherwise deal in for the purposes of export in all types of with To manufacture,
buy, sell, import-export, or to deal in all types of.
Clauses III C. 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58 and 59 of the other objects
clause of the Memorandum of Association were added to the existing Clause III of the
objects clause.
December 29, 2006 Clause V of the Memorandum of Association was amended to reflect increase in the
Equity Shares to 150,000,000 comprising 15,000,000 Equity Shares.
January 5, 2011 Clause V of the Memorandum of Association was amended to reflect increase in the
Equity Shares to 350,000,000 comprising 35,000,000 Equity Shares pursuant to a
scheme of arrangement approved by the High Court of Bombay by its order dated
January 5, 2011.
June 24, 2011 Clauses III C. 60, 61, 62, 63, 64 and 65 of the other objects clause of the Memorandum
of Association were added to the existing Clause III of the objects clause.
March 16, 2012 Clause V of the Memorandum of Association was amended to reflect increase in the
Equity Shares to 501,500,000 comprising 50,150,000 Equity Shares pursuant to a
scheme of arrangement approved by the High Court of Bombay by its order dated
March 16, 2012.
Equity Shares to 1,000,000,000 comprising 100,000,000 Equity Shares.
January 8, 2016 Clause V of the Memorandum of Association was amended to reflect reclassification
in the authorised share capital of our Company from 1,000,000,000 comprising
100,000,000 Equity Shares to 999,940,000 comprising 99,994,000 Equity Shares and
60,000 comprising of 6,000 Preference Shares pursuant to a scheme of arrangement
approved by the High Court of Bombay by its order dated January 8, 2016.
authorised share capital of our Company from 1,000,000,000 divided into
999,940,000 comprising 99,994,000 Equity Shares and 60,000 comprising 6,000
Preference Shares to 2,250,000,000 into 2,249,940,000 comprising 224,994,000
Equity Shares and 60,000 comprising 6,000 Preference Shares.
* with effect from April 1, 2002
149
Major events and milestones of our Company
Calendar year Particulars

1991 Our Company was incorporated on November 25, 1991
1992 Our Company acquired the agrovet division of Godrej Soaps Limited
1997 Our Company acquired the oil palm business from Godrej Soaps Limited
1999 Our Company acquired poultry business from IPF Breeders Private Limited
2004 Our Company formed a joint venture company in Bangladesh namely, ACI Godrej Agrovet Private
Limited
2005 Our Company acquired 26% stake in Polchem Hygiene Laboratories Private Limited
Our Company acquired 26% stake in Creamline Dairy
Our Company acquired shrimp feed business from Higashimaru Feeds (India) Limited
2012 V-Sciences made investment in our Company by acquiring 19.99% of the Equity Share capital of our
Company
2015 Our Company acquired majority stake in Astec Lifesciences
Our Company increased its stake from 26% to 52% in Creamline Dairy
2016 Our Company sold its 26% stake in Polchem Hygiene Laboratories Private Limited
Awards and Accreditations in last five years
Calendar year Award/Certification/Recognition

2013 Our Company has been recognized as one of the best 100 Companies in India for 2013 by Great Place
to Work Institute India
2014 Our Company has been recognized as one of the best 100 Companies in India for 2014 by Great Place
to Work Institute India
2015 Our Company has been recognized for Fairness in Performance Management System Category in 2015
by Great Place to Work Institute
2015 Our Company has been named as an Aon Best Employer in the Aon Best Employers India 2015
Programme by Aon Hewitt
2015 Our Company was awarded Highest Crude Palm Oil Producer in the Country at the GLOBOIL India,
2015
2017 Our Company has been named as an Aon Best Employer in the Aon Best Employers India 2017
Programme by Aon Hewitt
2017 ACI Godrej received an award in the category of QCC for Sustainable Development in the 21st
National Annual Quality Convention 2017 organized by Bangladesh Society for Total Quality
Management
Key shareholders agreement and other agreements
Shareholders agreement dated December 17, 2012 among our Company, GIL, V-Sciences and certain selling shareholders,
namely, GIL, Swadeshi Detergents Limited, Ensemble Holdings and Finance Limited and Godrej Family and others as
amended by an amendment agreement dated July 18, 2017 (the Amendment Agreement)(the Shareholders Agreement)
The Shareholders Agreement provides certain rights, subject to certain terms and conditions, to V-Sciences including the
following:
(i) right to nominate one Director to our Board subject to holding at least 10% of the total issued and paid-up shareholding
of our Company on a fully-diluted basis;
(ii) right to appoint an observer who shall be entitled to attend all the meetings of our Board and committees namely, the
audit committee, the remuneration committee and any committee which will be tasked to oversee the process and
timing of the initial public offering, as and when constituted;
(iii) pre-emptive rights in case of issue of any Equity Shares or any securities convertible into Equity Shares of our
Company subject to certain terms and conditions;
(iv) affirmative voting rights in relation to certain reserved matters including issue of Equity Shares or any securities or
instruments convertible into equity of our Company, and amendment of charter documents of our Company;
(v) information rights in respect of our Company and Subsidiaries, subject to V-Sciences holding at least 7.5% of the total
issued and paid-up shareholding of our Company;
(vi) right of first offer and tag-along rights in respect of any Equity Shares proposed to be sold by GIL; and
150
(vii) restriction on transfer of Equity Shares of our Company to a competitor.
Pursuant to the Amendment Agreement, the Shareholders Agreement will terminate upon the date of receipt of the final listing
and trading approval. Further, in the event the Issue is not completed by March 31, 2018, the Amendment Agreement will
terminate.
Details regarding acquisition of business/undertakings, mergers, amalgamation, revaluation of assets, if any
Acquisition of Astec Lifesciences
Share purchase agreement dated August 28, 2015 among our Company, Astec Lifesciences, and certain members of
promoter group of Astec Lifesciences being, Ashok Vishwanath Hiremath, (Late) Dr. P L Tiwari, Suresh Hiremath, Altimax
Financial Services Private Limited, Chitra Ashok Hiremath, Supriya Ashok Hiremath, Ashok Vishwanath Hiremath HUF
and Laxmikant Ramprasad Kabra (collectively, Astec Sellers), as amended by an amendment agreement dated March 29,
2016 (the Astec Share Purchase Agreement)
Pursuant to the Astec Share Purchase Agreement, the Astec Sellers sold 8,811,474 equity shares of 10 each (the Sale Shares)
in Astec Lifesciences amounting to 45.29% of the equity share capital of Astec Lifesciences to our Company, for a consideration
of 1,674,180,060 on August 28, 2015. The Astec Share Purchase Agreement provides for certain continuing rights for existing
promoters, being, Ashok V. Hiremath and (Late) Dr. P L Tiwari (collectively, the SPA Promoters).
Acquisition of Creamline Dairy
Shareholders agreement dated January 29, 2005 among our Company, Creamline Dairy, and certain promoter
shareholders of Creamline Dairy being, Bhaskar Reddy, Gangadhar Mandava, Balraj Goud C and Chandra Shekher Reddy
D (collectively, Creamline Promoter Shareholders), as amended by an addendum cum amendment agreement dated
December 9, 2015 (the Creamline Dairy Addendum Agreement) (the Creamline Dairy Shareholders Agreement).
The Creamline Dairy Shareholders Agreement provides with certain continuing rights to our Company including, inter alia,
the right to nominate two directors on the board of directors of Creamline Dairy and affirmative voting rights in respect of
certain matters.
Mergers and Amalgamations
Except as disclosed below, our Company has not undertaken any merger, amalgamation or revaluation of assets.
Scheme of demerger between our Company and GSGL
On May 19, 2015, our Board of Directors approved a scheme of demerger under Sections 391 to 394 of the Companies Act,
1956 for demerger between our Company and GSGL (the Demerged Company), with the appointed date as April 1, 2015
in terms of the Scheme of Demerger. As of the effective date, being February 9, 2016, of the Scheme of Demerger, the seeds
division of the Demerged Company including all its properties, rights and powers and all debts, liabilities, duties and obligations
of the Demerged Company was sought to be transferred to our Company. In accordance with the Scheme of Demerger, one
fully paid-up 8% redeemable Preference Share of our Company was issued and allotted to the shareholders of the Demerged
Company for every one fully paid-up equity share of 10 each of the Demerged Company held by them. For further details
regarding the issue of Preference Shares pursuant to the Scheme of Demerger, see Capital Structure The history of the
preference share capital of our Company beginning on page 76. On January 8, 2016, the Bombay High Court approved the
scheme of demerger.
Scheme of amalgamation between our Company and Golden Feed Products Limited
On January 27, 2014, our Board of Directors approved a scheme of amalgamation under Sections 391 to 394 of the Companies
Act, 1956 for amalgamation between our Company and Golden Feed Products Limited (the Transferor Company), with the
appointed date as March 31, 2014 in terms of the Scheme of Amalgamation. As of the effective date, being May 9, 2014, of the
Scheme of Amalgamation, the entire business and undertakings of the Transferor Company including all its properties, assets,
liabilities, rights, duties and obligations were transferred to our Company. In accordance with the Scheme of Amalgamation,
no Equity Shares of our Company was allotted in exchange of our Companys holding in the Transferor Company. On April
29, 2014, the Bombay High Court approved the scheme of amalgamation.
Scheme of amalgamation between our Company and Goldmuhor Agrochem and Feeds Limited
On May 15, 2013, our Board of Directors approved a scheme of amalgamation under Sections 391 to 394 of the Companies
Act, 1956 for amalgamation between our Company and Goldmuhor Agrochem and Feeds Limited (the Transferor
Company), with the appointed date as October 1, 2013 in terms of the Scheme of Amalgamation. As of the effective date,
being December 12, 2013, of the Scheme of Amalgamation, the entire business and undertakings of the Transferor Company
including all its properties, assets, liabilities, rights, duties and obligations were transferred to our Company. In accordance with
151
the Scheme of Amalgamation, no Equity Shares of our Company was allotted in exchange of our Companys holding in the
Transferor Company. On September 20, 2013, the Bombay High Court approved the scheme of amalgamation.
Scheme of amalgamation between our Company, Godrej Gokarna Oil Palm Limited, Godrej Oil Palm Limited and Cauvery
Oil Palm Limited
On October 18, 2011, our Board of Directors approved a scheme of amalgamation under Sections 391 to 394 of the Companies
Act, 1956 for amalgamation between our Company and Godrej Gokarna Oil Palm Limited, Godrej Oil Palm Limited and
Cauvery Oil Palm Limited (collectively, the Transferor Companies) and for utilisation of the securities premium account
of our Company for adjustment of goodwill arising pursuant to amalgamation and creation of provision for certain doubtful
loans and advances given by our Company, with the appointed date as April 1, 2011 in terms of the Scheme of Amalgamation.
As of the effective date, beingApril 17, 2012, of the Scheme of Amalgamation, the entire business and undertakings of the
Transferor Companies including all its properties, assets, liabilities, rights, duties and obligations were transferred to our
Company. In accordance with the Scheme of Amalgamation, no Equity Shares of our Company was allotted in exchange of our
Companys holding in the Transferor Companies. On March 16, 2012, the Bombay High Court approved the scheme of
amalgamation.
Scheme of amalgamation between our Company and Godrej Gold Coin Aquafeed Limited
On July 14, 2010, our Board of Directors approved a scheme of amalgamation under Sections 391 to 394 of the Companies
Act, 1956 for amalgamation between our Company and Godrej Gold Coin Aquafeed Limited (the Transferor Company)
with the appointed date as April 1, 2010 in terms of the Scheme of Amalgamation. As of the effective date, being February 11,
2011, of the Scheme of Amalgamation, the entire business and undertakings of the Transferor Company including all its
properties, assets, liabilities, rights, contracts, duties and obligations were transferred to our Company. In accordance with the
Scheme of Amalgamation, no Equity Shares or consideration were issued by our Company in respect of the Scheme of
Amalgamation. On January 5, 2011, the Bombay High Court approved the scheme of amalgamation.
Scheme of amalgamation between our Company and Goldmohur Foods and Feeds Limited
On October 19, 2007, our Board of Directors approved a scheme of amalgamation under Sections 391 to 394 of the Companies
Act, 1956 for amalgamation between our Company and Goldmohur Foods and Feeds Limited (the Transferor Company)
with the appointed date as April 1, 2007 in terms of the Scheme of Amalgamation. As of the effective date, being November
11, 2008, of the Scheme of Amalgamation, the entire business and undertakings of the Transferor Company including all its
properties, assets, liabilities, rights, contracts, duties and obligations were transferred to our Company. In accordance with the
Scheme of Amalgamation, no Equity Shares or consideration were issued by our Company in respect of the Scheme of
Amalgamation. On September 26, 2008, the Bombay High Court approved the scheme of amalgamation. Subsequently,
Goldmohur Foods and Feeds Limited was dissolved pursuant to court order dated January 22, 2009.
Scheme of demerger between our Company and Godrej Oil Plantations Limited
On October 19, 2007, our Board of Directors approved a scheme of demerger under Sections 391 to 394 of the Companies Act,
1956 for demerger between our Company and Godrej Oil Plantations Limited (the Resulting Company) with the appointed
date as April 1, 2007 in terms of the Scheme of Demerger. As of the effective date, being February 4, 2008, of the Scheme of
Demerger, the oil palm and jotropha business of our Company which includes all its assets, liabilities, permits, quotas, records,
files, employees, duties and obligations were transferred by our Company to the Resulting Company. In accordance with the
Scheme of Demerger, the Resulting Company issued (i) 20,500 equity shares of 10 each at a premium of 24,258 to our
Company, and (ii) 250,000, 10% unsecured debentures of 10 each at par to the Shareholders of our Company in the ratio of
their holding in our Company. On January 11, 2008, the Bombay High Court approved the scheme of demerger.
Scheme of demerger between our Company and Godrej Oil Palm Limited
On May 24, 2007, our Board of Directors approved a scheme of demerger under Sections 391 to 394 of the Companies Act,
1956 for demerger between our Company and Godrej Oil Palm Limited (the Resulting Company) with the appointed date
as April 1, 2007 in terms of the Scheme of Demerger. As of the effective date, being November 14, 2007, of the Scheme of
Demerger, the business of oil palm business were transferred by our Company to the Resulting Company. On September 28,
2007, the Bombay High Court approved the scheme of demerger.
Scheme of amalgamation between our Company and Godrej Plant Biotech Limited, approved by the Bombay High Court
and Andhra Pradesh High Court
On March 6, 2002, our Board of Directors approved a scheme of amalgamation under Sections 391 to 394 of the Companies
Act, 1956 for amalgamation of Godrej Plant Biotech Limited (the Transferor Company) with our Company, with the
appointed date as January 1, 2002 in terms of the Scheme of Amalgamation. As of the effective date, being July 19, 2002, of
the Scheme of Amalgamation, the entire business and undertakings of the Transferor Company including all its properties,
152
assets, liabilities, rights, contracts, duties and obligations were transferred to our Company. The Bombay High Court and the
Andhra Pradesh High Court approved the Scheme of Amalgamation on June 7, 2002 and July 3, 2002, respectively.
Capital raising activities through equity or debt
For details regarding our capital raising activities through equity or debt, see Capital Structure and Financial Statements
beginning on pages 74 and 213.
Injunctions or restraining order against our Company
As of the date of this Red Herring Prospectus, there are no injunctions or restraining orders against our Company.
Financial and Strategic Partners
Our Company does not have any financial or strategic partners.
Our Holding Company
GIL is our holding company. For details of our holding company, see Our Promoters and Promoter Group beginning on
page 180.
Changes in the activities of our Company during the last five years
There have been no changes in the activities undertaken by our Company during a period of five years prior to the date of this
Red Herring Prospectus which may have had a material effect on the profits or loss of our Company or which may have
significantly affected our business including discontinuance of lines of business, loss of agencies or markets and similar factors.
Defaults or rescheduling of borrowings with financial institutions/ banks and conversion of loans into equity
There have been no defaults or rescheduling of borrowings with the financial institutions/ banks/ debenture holders. None of
our outstanding loans have been converted into Equity Shares.
Lock-out, Strikes, etc.
There have been no instances of strikes, lock-outs or instances of labour unrest in our Company.
Time and Cost Overruns in setting up the projects
Our Company has not faced any time and cost overrun in setting up the projects, except in the ordinary course of business.
Details of guarantees given to third parties by our Promoters
Our Promoters have not given any guarantees on behalf of our Company to third parties.
153
OUR SUBSIDIARIES
As of the date of this Red Herring Prospectus, our Company has seven Subsidiaries and two Joint Ventures companies.
Details of our Subsidiaries
1. Astec LifeSciences Limited (Astec LifeSciences)
Astec LifeSciences was originally incorporated under the Companies Act, 1956 as Urshila Traders Private Limited at
Mumbai on January 25, 1994. The name of Astec LifeSciences was changed to Astec Chemicals Private Limited with
effect from August 19, 1994. The name was further changed to Astec LifeSciences Private Limited with effect from
March 3, 2006. Subsequently, Astec LifeSciences got converted into a public company with effect from April 27, 2006
and a fresh certificate of incorporation was issued by RoC on April 27, 2006 and is now a public company listed on
BSE and NSE. The memorandum of association authorizes Astec LifeSciences to carry on the business of, inter alia,
production of agrochemicals and pharmaceuticals intermediates.
Capital Structure:
Particulars Number of equity shares of face value 10 each

Authorised capital 25,000,000
Issued, subscribed and paid-up capital 19,520,655
Shareholding as on September 8, 2017:
The following table sets forth details of the shareholding of our Company in Astec LifeSciences:
Sr. No. Name of Shareholder Number of equity Percentage of equity

shares held holding (%)
1 Godrej Agrovet Limited 11,092,070 56.82
2. Behram Chemicals Private Limited (Behram Chemicals)
Behram Chemicals was incorporated as a private company on April 6, 1993 at Mumbai under the Companies Act,
1956. Behram Chemicals is a step-down Subsidiary of our Company. The memorandum of association authorizes
Behram Chemicals to carry on the business of, inter alia, manufacturing, processing, and trading of various chemicals
and chemicals products.
Capital Structure:
Particulars Number of equity shares

of face value 100 each
Authorised capital 60,000
Issued, subscribed and paid-up capital 60,000
Shareholding:
The following table sets forth details of the shareholding of our Company in Behram Chemicals through Astec
LifeSciences:
Sr. No. Name of Shareholder Number of equity Percentage of equity

shares held holding (%)
1 Astec Lifesciences Limited* 39,380 65.63
* Including one equity share each held jointly with Ashok V. Hiremath, Rakesh Dogra, Arijit Mukherjee and S. Varadaraj
3. Comercializadora Agricola Agroastrachem Cia Ltda (Comercializadora Agricola)
Comercializadora Agricola was incorporated as a private limited company on March 19, 2013 at Bogota, Colombia
under the Laws of Colombia. Comercializadora Agricola is a step-down Subsidiary of our Company. The
memorandum of association authorizes Comercializadora Agricola to carry on the business of, inter alia, research and
experimental development in the field of natural sciences and engineering and distribution of Agrochemicals.
154
Capital Structure:
Particulars Number of shares of face

value 1$ each
Authorised capital 400
Issued, subscribed and paid-up capital 400
Shareholding:
The following table sets forth details of the shareholding of our Company in Comercializadora Agricola through Astec
LifeSciences:
Sr. Name of the shareholder Number of shares of face Percentage of total holding
No. value 1 $ each (%)
1. Astec Lifesciences Limited 398 99.50
2. Ashok V. Hiremath (Nominee of Astec 2 0.50
LifeSciences Limited)
Total 400 100.00
4. Astec Europe Sprl (Astec Europe)
Astec Europe was incorporated as a private company on December 21, 2006 at Belgium under the laws of Belgium.
Astec Europe is a step-down Subsidiary of our Company. The memorandum of association authorizes Astec Europe
to carry on the business of, inter alia, distribution of Agrochemicals.
Capital Structure:
Particulars Number of shares of face

value EUR 1 each
Shareholding:
The following table sets forth details of the shareholding of our Company in Astec Europe through Astec LifeSciences:
Sr. No. Name of the shareholder Number of shares of face Percentage of total holding
value EUR 1 each (%)
1. Astec LifeSciences Limited 9,520 50.10
5. Creamline Dairy Products Limited (Creamline Dairy)
Creamline Dairy was incorporated as a private limited company on October 31, 1986 at Hyderabad under the
Companies Act, 1956. Subsequently, Creamline Dairy got converted into a public company and a fresh certificate of
incorporation was issued by the Registrar of Companies, Hyderabad at Andhra Pradesh on August 11, 1994. The
memorandum of association authorizes Creamline Dairy to carry on the business of, inter alia, manufacturing,
producing, selling, dealing, assembling of all kinds of flavoured milk, yoghurt, paneer, ice creams, ice products, milk
products, cakes, chocolates, condensed milk, milk powder, fast foods, ready to eat products, ghee, butter and dairy
products of all kinds.
Capital Structure:
Particulars Number of equity shares of

face value 10 each
Shareholding:
The following table sets forth details of the shareholding of our Company in Creamline Dairy:
Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value 10 each holding (%)
1. Godrej Agrovet Limited 5,879,008 51.91
155
6. Nagavalli Milkline Private Limited (Nagavalli Milkline)
Nagavalli Milkline was incorporated as a private company on May 4, 1999 at Hyderabad under the Companies Act,
1956. Nagavalli Milkline is a step-down Subsidiary of our Company. The memorandum of association authorizes
Nagavalli Milkline to carry on the business of, inter alia, dairy forming by producing, procuring, processing and deal
in milk, milk products, by-products or any other food products of animal.
Capital Structure:

face value 10 each
Shareholding:
The following table sets forth details of the shareholding of our Company in Nagavalli Milkline through Creamline
Dairy:
Sr. Name of the shareholder Number of equity shares of Percentage of total equity
No. face value 10 each holding (%)
1. Creamline Dairy Products Limited 2,010,399 99.99
2. K. Bhaskar Reddy 1 0.01
Total 20,10,400 100.00
7. Godvet Agrochem Limited (Godvet Agrochem)
Godvet Agrochem was incorporated as public limited company on January 22, 2014 at Mumbai under the Companies
Act, 1956. The memorandum of association authorizes Godvet Agrochem to carry on the business of, inter alia,
producing, manufacturing, processing animal feeds, articles of food for consumption of animals, birds and insects, and
agro chemicals.
Capital Structure:

face value 10 each
Shareholding:
The following table sets forth details of the shareholding of Godvet Agrochem:
No. face value 10 each holding (%)
1. Godrej Agrovet Limited* 9,950,000 100.00
* Including shares held jointly with/ by nominees, viz., Balram S. Yadav, S. Varadaraj, P. N. Narkhede, Rakesh Dogra, P.
J. Bhat, Sandeep Kumar Singh
Joint Ventures companies
As of the date of this Red Herring Prospectus, our Company has two Joint Ventures companies.
Details of our Joint Ventures companies
1. Godrej Tyson Foods Limited (Godrej Tyson)
Godrej Tyson was incorporated as a public limited company on January 11, 2008 at Mumbai under the Companies
Act, 1956 as Godrej Foods Limited. Subsequently, Godrej Tyson was issued a fresh certificate of incorporation on
October 14, 2008 at Mumbai pursuant to change of its name to Godrej Tyson Foods Limited. The memorandum of
association authorizes Godrej Tyson to carry on the business of, inter alia, processing, producing, manufacturing,
storing of food products, beverages, meats, fish, marine products, birds, poultry products, fruits, vegetables, and dairy
products.
156
Capital Structure:

face value 10 each
Shareholding:
The following table sets forth details of the shareholding of Godrej Tyson:
Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value 10 each holding (%)
1. Tyson India Holdings Limited 101,439 51
2. Godrej Agrovet Limited* 97,461 49
Total 198,900 100.00
* Includes six equity shares held jointly with Balram S. Yadav, Rakesh Dogra, S. Varadaraj, P. N. Narkhede, Prafulla J. Bhat
Sandeep Kumar Singh
2. ACI Godrej Agrovet Private Limited, Bangladesh (ACI Godrej)
ACI Godrej was incorporated as private company on October 10, 2004 at Bangladesh under the Companies Act of
1994 (Bangladesh). The memorandum of association authorizes ACI Godrej to carry on the business of, inter alia,
breeding, rearing, supplying poultry birds and marketing poultry products.
Capital Structure:
Particulars Number of equity shares of face value BDT 100 each

Shareholding:
The following table sets forth details of the shareholding of ACI Godrej:
No. face value BDT 100 each holding (%)
1. Advanced Chemical Industries Limited 1,850,000 50
2. Godrej Agrovet Limited 1,850,000 50
Total 3,700,000 100.00
Significant sales / purchase with our Subsidiaries or Joint Ventures
Our Company is not involved in any sales or purchases with any of our Subsidiaries or Joint Ventures where such sales or
purchases exceed in value in the aggregate of 10% of the total sales or purchases of our Company.
Common Pursuits
Astec LifeSciences is in the business of manufacturing and marketing of agrochemicals. ACI Godrej is also in the business of
manufacturing and marketing of animal feed. Other than Astec LifeSciences and ACI Godrej, there are no common pursuits
between our Company, our Subsidiaries and Joint Ventures.
Other Confirmations
1. There are no accumulated profits or losses of our Subsidiaries or Joint Ventures which are not accounted for by our
Company.
2. Except as disclosed in Our Business and Related Party Transactions beginning on pages 128 and 211, our
Subsidiaries and Joint Ventures do not have any business interests in our Company.
3. Except for Astec LifeSciences, none of our Subsidiaries or Joint Ventures are listed in India or abroad.
4. Other than Godvet Agrochem, none of our Subsidiaries or Joint Ventures have made any public or rights issue in the
last three years.
157
OUR MANAGEMENT
In terms of our Articles of Association, our Company is required to have not less than three and not more than 15 directors. As
on the date of this Red Herring Prospectus, our Board comprises 14 Directors.
The following table sets forth details of our Board:
Name, Designation, Address, Occupation, Age (in Other Directorships

Nationality, Term and DIN years)
Nadir B. Godrej 66 ACI Godrej Agrovet Private Limited;
Designation: Chairman and Non Executive Director Astec LifeSciences Limited;
Address: 40-D, 2nd Floor, B.G. Kher Marg, Malabar Creamline Dairy Products Limited;
Hill, Mumbai 400 006
Godrej And Boyce Manufacturing Company
Occupation: Industrialist Limited;
Nationality: Indian Godrej Consumer Products Limited;
Term: Liable to retire by rotation Godrej Industries Limited;
DIN: 00066195
Godrej International Limited;
Godrej Properties Limited;
Godrej Tyson Foods Limited;
Isprava Vesta Private Limited;
Mahindra And Mahindra Limited; and
The Indian Hotels Company Limited.
Adi B. Godrej 75 Godrej And Boyce Manufacturing Company

Limited;
Designation: Non Executive Director
Godrej Consumer Products Limited;
Address: 67-H, Aasharaye Godrej House,
Walkeshwar Road, Mumbai 400 006 Godrej Consumer Products Mauritius Ltd.;
Occupation: Industrialist Godrej Industries Limited;
Nationality: Indian Godrej International Limited;
Term: Liable to retire by rotation Godrej Investments Private Limited; and
DIN: 00065964
Indian School of Business.
Jamshyd N. Godrej 68 Climate Works Foundation, USA
Designation: Non Executive Director Breach Candy Hospital Trust;
Address: 40-D, Ridge Road, Mumbai 400 006 Global Footprint Network, USA;
Occupation: Industrialist Godrej & Khimji (Middle East) LLC;
Nationality: Indian Godrej (Singapore) Pte. Limited;
Term: Liable to retire by rotation Godrej (Vietnam) Company Limited;
DIN: 00076250 Godrej And Boyce Manufacturing Company
Limited;
158
Godrej Consumer Products Limited;
Godrej Industries Limited;
Godrej Investments Private Limited;
Godrej Properties Limited;
Illinois Institute of Technology (India) Private

Limited;
Imtma Machine Tool Industry Park;
Indian Machine Tool Manufacturers Association;
Raptor Research And Conservation Foundation;
Shakti Sustainable Energy Foundation;
Singapore - India Partnership Foundation(India);
Singapore - India Partnership Foundation

(Singapore)
Urban Electric Power Inc.; and
World Resources Institute, USA.
Vijay M. Crishna 72 Godrej And Boyce Manufacturing Company

Limited;
Designation: Non Executive Director
Address: A-261, Grand Paradi Apartments, August
Kranti Marg, Mumbai 400 036 Naoroji Godrej Centre For Plant Research; and
Occupation: Industrialist Precision Wires India Limited.
Nationality: Indian
Term: Liable to retire by rotation
DIN: 00066267
Tanya A. Dubash 48 Ensemble Holdings & Finance Limited;
Designation: Non Executive Director Godrej Consumer Products Limited;

Address: 89-B, Hasman Bunglow, Bhulabhai Desai Godrej Holdings Private Limited;
Road, Mumbai 400 026
Occupation: Industrialist
Godrej Seeds & Genetics Limited;
Nationality: Indian
Innovia Multiventures Private Limited;
Invest India;
DIN: 00026028
Natures Basket Limited; and
Vora Soaps Limited.
Nisaba Godrej 39 Godrej Consumer Products Limited;
159
Designation: Non Executive Director Godrej Global Mid East FZE;
Address: 4501, Strata, Planet Godrej, K.K. Marg, Godrej Seeds & Genetics Limited;
Mahalaxmi East, Mumbai 400 011
Innovia Multiventures Private Limited; and
Occupation: Industrialist
Vora Soaps Limited.
Nationality: Indian
DIN: 00591503
Kavas N. Petigara 69 Creamline Dairy Products Limited;
Designation: Independent Director Godrej And Boyce Manufacturing Company

Limited;
Address: 801, Citadel, 18-B, Ruparel Marg, Malabar
Hill, Mumbai 400 006 Godrej Industries Limited.
Occupation: Chemical Consultant
Nationality: Indian
Term: Appointed for a period of five years with effect

from April 1, 2014 until March 31, 2019
DIN: 00066162
Sudhir L. Anaokar 74 Nil
Designation: Independent Director
Address: A-204, Panchpakhadi, Center Point,

Opposite Thane Municipal Corporation, Thane 400
602
Occupation: Director
Nationality: Indian

DIN: 00236819
Amit B. Choudhury 74 Godrej Buildcon Private Limited;
Designation: Independent Director Godrej Industries Limited;
Address: C-304, Wing C, Golden Oak CHS, Godrej Landmark Redevelopers Private Limited;
Hiranandani Gardens, Powai, Mumbai 400 076
Godrej Projects Development Private Limited;
Occupation: Director
Godrej Properties Limited; and
Nationality: Indian
Godrej Redevelopers (Mumbai) Private Limited.
DIN: 00557547
Balram S. Yadav 53 ACI Godrej Agrovet Private Limited;
160
Designation: Managing Director Al Rahba International Trading LLC;
Address: A 3703, Vivarea, Sane Guruji Marg, Astec LifeSciences Limited;

Mahalaxmi, Near Jacobs Circle, Mumbai 400 011
Behram Chemicals Private Limited;
Occupation: Service
Creamline Dairy Products Limited;
Nationality: Indian
Ensemble Holdings & Finance Limited;
from September 1, 2012 until August 31, 2017. Godrej Tyson Foods Limited;
Further, re-appointed for a period of five years with
effect from September 1, 2017 until August 31, 2022 Poultry Processors Association of India; and
DIN: 00294803 SEALAC Agro Ventures Limited.
Raghunath A. Mashelkar 74 Access Health International Inc.;
Designation: Independent Director Gharda Medical & Advanced Technologies

Foundation;
Address: Raghunath, D-4, Varsha Park, Baner,
Pune 411 045 Gharda Scientific Research Foundation;
Occupation: Consultant International Longevity Centre India;
Nationality: Indian Invictus Oncology Private Limited;
Term: Appointed for a period of five years with effect KPIT Technologies Limited;
from July 18, 2017 until July 17, 2022
Piramal Enterprises Limited;
DIN: 00074119
Reliance GeneMedix Limited;
Reliance Industries Limited;
Sakal Papers Private Limited;
TAL Manufacturing Solutions Limited;
Tata Motors Limited;
Thermax Limited; and
Vyome Bioscience Private Limited.
Roopa Purushothaman 39 Avasara Leadership Institute; and
Designation: Independent Director TCS Foundation.
Address: 19, Goodwill Co-operative Housing

Society Ltd, S. No.126/1+2, ITI Road, Aundh, Pune
411 007
Occupation: Professional
Nationality: United States of America

DIN: 02846868
161
Aditi Kothari Desai 41 DSP HMK Holdings Private Limited;
Designation: Independent Director DSP ADIKO Holdings Private Limited;

Address: 57, Sea View, Worli Sea Face, Mumbai- DSP Investment Private Limited;
400 025, Maharashtra
Reclamation Realty (India) Private Limited;
Reclamation Properties (India) Private Limited;
Nationality: Indian and
Term: Appointed for a period of five years with effect Impact Foundation (India).
DIN: 00426799
Ritu Anand 59 Tata Capital Limited; and
Designation: Independent Director Tata Petrodyne Limited.

Address: 11, Brindaban, 65 Linking Road, Santacruz
West, Mumbai 400 054
Nationality: Indian

DIN: 00363699
Relationship between our Directors
S. Name of Director Related to Nature of Relationship

No.
1. Nadir B. Godrej Adi B. Godrej Brother
Jamshyd N. Godrej Cousin
Vijay M. Crishna Brother-in-law
Tanya A. Dubash Uncle
Nisaba Godrej Uncle
2. Adi B. Godrej Nadir B. Godrej Brother
Jamshyd N. Godrej Cousin
Tanya A. Dubash Father
Nisaba Godrej Father
3. Jamshyd N. Godrej Nadir B. Godrej Cousin
Adi B. Godrej Cousin
162
S. Name of Director Related to Nature of Relationship
No.
Nisaba Godrej Uncle
4. Vijay M. Crishna Nadir B. Godrej Brother-in-law
Adi B. Godrej Brother-in-law
Jamshyd N. Godrej Brother-in-law
Nisaba Godrej Uncle
5. Tanya A. Dubash Nadir B. Godrej Niece
Adi B. Godrej Daughter
Jamshyd N. Godrej Niece
Vijay M. Crishna Niece
Nisaba Godrej Sister
6. Nisaba Godrej Nadir B. Godrej Niece
Adi B. Godrej Daughter
Jamyshyd N. Godrej Niece
Vijay M. Crishna Niece
Tanya A. Dubash Sister
Other than as disclosed above, there is no family relationship among our Directors.
Arrangements or understandings with major shareholders, customers, suppliers or others
None of our Directors have been appointed pursuant to any arrangement or understanding with major shareholders, customers,
suppliers or others.
Brief Biographies of Directors
Nadir B. Godrej, aged 66, is the Chairman and Non-Executive Director of our Company. He holds a bachelors degree in
science as recommended by the department of chemical engineering from the Massachusetts Institute of Technology, and a
masters degree in business administration from Harvard University. He has been associated with our Company since November
25, 1991. He has experience in leading businesses, and has played an important role in developing the animal feed, agricultural
input and chemicals businesses owned by the Godrej group. His active interest in research related to these areas has resulted in
several patents in the field of agricultural chemicals and surfactants for our Company. He is the recipient of the CHEMTECH
CEW leadership & excellence award 2013 and the Hall of Fame Chemicals Award CHEMTECH CEW leadership &
excellence award 2017. He is also the recipient of various awards from the CHEMTECH Foundation in honour of his
contribution to the Indian chemical industry. He is also Member of the CII National Council, was the Chairman of the CII
National Committee on Chemicals and the President of Alliance Franaise de Bombay. For his contribution to Indo-French
relations, the French Government has honoured him with the awards of Chevalier de lOrdre National du Mrite and
Chevalier de la Lgion dHonneur. He was appointed as a Director of our Company with effect from November 25, 1991.
Adi B. Godrej, aged 75, is a Non Executive Director of our Company. He holds a bachelors degree in industrial management
and a masters degree in industrial management from the Massachusetts Institute of Technology. He has been associated with
our Company since November 25, 1991. He has experience in leading businesses. He is chairman of the board of the Indian
School of Business, and past president of the Confederation of Indian Industry. He has previously been a member of the Wharton
Asian Executive Board. He is the recipient of several awards and recognitions including the Padma Bhushan, the Rajiv Gandhi
Award, The Entrepreneur of the Year for the Asia Pacific Entrepreneurship Awards 2010, AIMA-JRD Tata Corporate
Leadership Award 2010, Bombay Management Association-Management Man of the Year Award 2010- 2011, Ernst & Young
163
Entrepreneur of the year 2012, The Asian Awards - Entrepreneur of the Year 2013, the All India Management Association
Business Leader of the Year 2014 and the Clinton Global Citizen Award 2016. He was appointed as a Director of our Company
with effect from November 25, 1991.
Jamshyd N. Godrej, aged 68, is a Non - Executive Director of our Company. Jamshyd N. Godrej is the chairman and managing
director of Godrej And Boyce Manufacturing Company Limited. He holds a bachelors degree in mechanical engineering from
Illinois Institute of Technology, USA. He has been a Director of our Company since August 24, 1992.
Vijay M. Crishna, aged 72, is a Non Executive Director of our Company. He holds a bachelors degree in economics from St.
Stephens College, University of Delhi. He has been associated with our Company since August 24, 1992. He has experience
in leading businesses. He serves as a member of the committee of management of the Bombay Scottish School Powai and was
a member of the governing board of the Institute for Technology and Management, Navi Mumbai. He is involved with the
Naoroji Godrej Centre for Plant Research, which researches and propagates rare and endangered species of medicinal plants
endemic to the Western Ghats. Previously, he worked with Indian Steamship Company Limited, Blacker & Co. Private Limited,
James Warren & Co. Limited, daCunha Pillai Associates Private Limited and Lawkim Private Limited. He was appointed as a
Director of our Company with effect from August 24, 1992.
Tanya A. Dubash, aged 48, is a Non Executive Director of our Company. She holds a bachelors degree in arts from Brown
University and a certificate in advanced management program from Harvard Business School. She has experience in marketing
and brand development. She is responsible for reinventing the Godrej brand and involved in evolving the Godrej Group to a
more brand-driven organisation. She was appointed as a Director of our Company with effect from April 10, 2003.
Nisaba Godrej, aged 39, is a Non Executive Director of our Company. She holds a bachelors degree of science in economics
from the University of Pennsylvania and a masters degree in business administration from Harvard University. She has
experience in overseeing strategy, human capital, and innovation functions for subsidiaries of Godrej Industries and Godrej
Consumer Products Limited. She was appointed as a Director of our Company with effect from July 24, 2006.
Balram S. Yadav, aged 53, is the Managing Director of our Company. He holds a bachelors degree of science in agriculture
from The Haryana Agricultural University and a post graduate diploma in management from the Indian Institute of
Management, Ahmedabad. He has completed agribusiness seminar from Harvard Business School. He has been associated with
our Company since March 1, 1992. He has experience in sales, marketing and operations in animal feed, crop protection, poultry
and oil palm businesses. He began his career with the Godrej group in 1990 and over the years he has handled various roles
across businesses and regions. He became a business head in 1999 for the integrated poultry business. He was involved in
establishing the Real Good Chicken and Yummiez brands in India. In 2007, he was appointed the Executive Director and
President of our Company and as the Managing Director of our Company in 2009. He is the former chairman of Compound
Livestock Feed Manufacturers Association of India, an association of livestock industry. He was appointed as a Director of our
Company with effect from September 1, 2007.
Kavas N. Petigara, aged 69, is an Independent Director of our Company. He holds a bachelors degree in chemical engineering,
a Masters degree in chemical engineering and a chemical engineer degree in chemical engineering from the Massachusetts
Institute of Technology. He has been associated with our Company since January 30, 1992. He has 41 years experience in
chemical and allied industries in India and abroad since 1974. He is the founder-partner of Scitech Corporation, which
manufacturers a range industrial, institutional and household chemical specialties and surface finishing compounds for metal-
finishing industry.
Sudhir L. Anaokar, aged 74, is an Independent Director of our Company. He holds a degree in bachelors degree in veterinary
science and animal husbandry from Vikram University and a degree of doctor of philosophy (agriculture) in animal nutrition
and poultry science from Sardar Patel University. He has been associated with our Company since March 1, 1992. He has
experience in sales, marketing, operations, etc., in animal feed, crop protection, poultry and oil palm businesses. Previously, he
worked with Godrej Soaps Limited as the senior vice president of agrovet division and as the first chief executive of our
Company. He was promoted as the Managing Director of our Company in 1998 and continued until his retirement in 2003.
After his retirement, he has acted as the Non-Executive Director of the Company and is now an Independent Director. He was
appointed as a Director of our Company with effect from November 25, 1996.
Amit B. Choudhury, aged 74, is an Independent Director of our Company. He holds a masters degree of arts from University
of Poona and a masters degree in management studies from The Jamnalal Bajaj Institute of Management Studies, Mumbai. He
has experience in animal feed business, sales and exports of consumer products including foods and real estate. He was the
managing director of Godrej Properties Limited in 1995. He was appointed as a Director of our Company with effect from
December 8, 2004.
Raghunath A. Mashelkar aged 74, is an Independent Director of our Company. He holds a degree of Doctor of Philosophy
(Technology) from the University of Mumbai. He is presently national research professor and also the president of Global
Research Alliance. He is a fellow of the Royal Society, London. He was elected foreign associate of the U.S. national academy
of science and also the national academy of engineering, associate foreign member of the American Academy of Arts &
Sciences, fellow of Royal Academy of Engineering, U.K., foreign fellow of Australian Academy of Technological Sciences
164
and Engineering, Fellow of World Academy of Arts & Science, U.S.A. and Fellow of U.S. National Academy of Inventors. He
is currently the chairman of National Innovation Foundation - India, Reliance Innovation Council, the innovation council KPIT
Technologies Limited Committee and is a member of the governing council of the Marico Innovation Foundation. He was also
a member of the Scientific Advisory Council to the Prime Minister. He was the director-general of the Council of Scientific
and Industrial Research. Currently, he is the chairman of high powered technology expert committee set up the Ministry of
Urban Development. He is the recipient of the Padma Shri, Padma Bhushan and the Padma Vibhushan. He was appointed as a
Director of our Company with effect from July 18, 2017.
Roopa Purushothaman, aged 39, is an Independent Director of our Company. She holds a degree in ethics, politics and
economics from Yale University and degree of master of science with merit in development studies from the University of
London. She is currently the chief economist and head of policy advocacy at Tata Sons Limited. She has experience as an
economist. She was appointed as a Director of our Company with effect from July 18, 2017.
Aditi Kothari Desai, aged 41, is an Independent Director of our Company. She holds a bachelor of science degree in economics
from Wharton School of the University of Pennsylvania and a masters degree in business administration from Harvard
University, Graduate School of Business. She is currently head sales & marketing, e-business in the grade of executive vice
president at DSP BlackRock Investment Managers Private Limited. She has experience in corporate strategy and business
planning. She is a trustee in the Hemendra Kothari Foundation and the Wildlife Conservation Trust. She also serves on the
board of Impact Foundation (India), a philanthropy foundation in India. She was appointed as a Director of our Company with
effect from July 18, 2017.
Ritu Anand, aged 59, is an Independent Director of our Company. She holds a degree of doctor of philosophy from University
of Mumbai. She is the senior vice president and the deputy head of human resources at Tata Consultancy Services and heads
the talent management and diversity functions. She has been the board member of National HRD Network. She is the recipient
of Meritorious Service Award by Worldwide ERC. She was appointed as a Director of our Company with effect from July
18, 2017.
Confirmations
None of our Directors is or was a director of any listed company during the last five years preceding the date of the Draft Red
Herring Prospectus, whose shares have been or were suspended from being traded on any stock exchanges.
Other than as disclosed below, none of our Directors is or was a director of any listed company which has been or was delisted
from any stock exchanges during the term of their directorship in such companies.
Adi B. Godrej
S.No Name of the Name of the Date of Whether the Reasons Whether Date of Term of
company stock delisting on delisting for the relisting, in directorship
exchange(s) stock was delisting company the event the (along with
on which the exchanges compulsory has been company is relevant
company or voluntary relisted relisting dates) in the
was listed delisting: company
1. Godrej The Stock March 8, 2004 Voluntary Negligibl No N.A. March 7,

Industries Exchange, e trading 1988 till date
Limited Ahmedabad
2. Godrej The Delhi February 11, Voluntary Negligibl No N.A. March 7,

Industries Stock 2004 e trading 1988 till date
Limited Exchange
Association
Limited
3. Godrej Madras Stock February 19, Voluntary Negligibl No N.A. March 7,

Industries Exchange 2004 e trading 1988 till date
Limited Limited
4. Godrej The Calcutta * Voluntary Negligibl No N.A. March 7,

Industries Stock e trading 1988 till date
Limited Exchange
Association
Limited
165
company stock delisting on delisting for the relisting, in directorship
exchange(s) stock was delisting company the event the (along with
on which the exchanges compulsory has been company is relevant
company or voluntary relisted relisting dates) in the
was listed delisting: company
5. Godrej The Stock October 15, Voluntary Negligibl No N.A. November

Consumer Exchange, 2004 e trading 29, 2000 till
Products Ahmedabad date
Limited
6. Godrej The Delhi January 20, Voluntary Negligibl No N.A. November

Consumer Stock 2005 e trading 29, 2000 till
Products Exchange date
Limited Association
Limited
7. Godrej Madras Stock January 19, Voluntary Negligibl No N.A. November

Consumer Exchange 2005 e trading 29, 2000 till
Products Limited date
Limited
8. Godrej The Calcutta March 30, Voluntary Negligibl No N.A. November

Consumer Stock 2005 e trading 29, 2000 till
Products Exchange date
Limited Association
Limited
*Godrej Industries Limited had applied to The Calcutta Stock Exchange (CSE) for delisting in November 2003. The shares
are delisted from CSE, though no formal intimation has been received from CSE.
Nadir B. Godrej
company stock delisting on delisting was for the relisting, in directorship
exchange(s) stock compulsory delisting company the event (along with
on which the exchanges or voluntary has been the relevant
company delisting: relisted company is dates) in the
was listed relisting company
1. Godrej The Stock March 8, Voluntary Negligible No N.A. March 7,

Industries Exchange, 2004 trading 1988 till date
Limited Ahmedabad
2. Godrej The Delhi February Voluntary Negligible No N.A. March 7,

Industries Stock 11, 2004 trading 1988 till date
Limited Exchange
Association
Limited
3. Godrej Madras Stock February Voluntary Negligible No N.A. March 7,

Industries Exchange 19, 2004 trading 1988 till date
Limited Limited
4. Godrej The Calcutta * Voluntary Negligible No N.A. March 7,

Industries Stock trading 1988 till date
Limited Exchange
Association
Limited
5. Godrej The Stock October 15, Voluntary Negligible No N.A. November 29,
Consumer Exchange, 2004 trading 2000 till date
Ahmedabad
166
company stock delisting on delisting was for the relisting, in directorship
exchange(s) stock compulsory delisting company the event (along with
on which the exchanges or voluntary has been the relevant
company delisting: relisted company is dates) in the
was listed relisting company
Products
Limited
6. Godrej The Delhi January 20, Voluntary Negligible No N.A. November 29,
Consumer Stock 2005 trading 2000 till date
Products Exchange
Limited Association
Limited
7. Godrej Madras Stock January 19, Voluntary Negligible No N.A. November 29,
Consumer Exchange 2005 trading 2000 till date
Products Limited
Limited
8. Godrej The Calcutta March 30, Voluntary Negligible No N.A. November 29,
Consumer Stock 2005 trading 2000 till date
Products Exchange
Limited Association
Limited
* Godrej Industries Limited had applied to The Calcutta Stock Exchange (CSE) for delisting in November 2003. The
shares are delisted from CSE, though no formal intimation has been received from CSE
Jamshyd N. Godrej
company stock delisting on delisting was for the relisting, directorship
exchange(s) stock compulsory delisting company in the (along with
on which the exchanges or voluntary has been event the relevant
company was delisting: relisted company dates) in the
listed is relisting company
1. Godrej The Stock March 8, 2004 Voluntary Negligible No N.A. March 7, 1988
Industries Exchange, trading till date
Limited Ahmedabad
2. Godrej The Delhi February 11, Voluntary Negligible No N.A. March 7, 1988
Industries Stock 2004 trading till date
Limited Exchange
Association
Limited
3. Godrej Madras Stock February 19, Voluntary Negligible No N.A. March 7, 1988
Industries Exchange 2004 trading till date
Limited Limited
4. Godrej The Calcutta * Voluntary Negligible No N.A. March 7, 1988

Industries Stock trading till date
Limited Exchange
Association
Limited
*Godrej Industries Limited had applied to The Calcutta Stock Exchange (CSE) for delisting in November 2003. The shares are
delisted from CSE, though no formal intimation has been received from CSE.
167
Vijay M. Crishna
listed is company
relisting
1. Godrej The Stock March 8, 2004 Voluntary Negligible No N.A. January 3 ,

Industries Exchange, trading 1995 till date
Limited Ahmedabad
2. Godrej The Delhi February 11, Voluntary Negligible No N.A. January 3 ,

Industries Stock 2004 trading 1995 till date
Limited Exchange
Association
Limited
3. Godrej Madras Stock February 19, Voluntary Negligible No N.A. January 3 ,

Industries Exchange 2004 trading 1995 till date
Limited Limited
4. Godrej The Calcutta * Voluntary Negligible No N.A. January 3 ,

Limited Exchange
Association
Limited
delisted from CSE, though no formal intimation has been received from CSE
Tanya A. Dubash
S. No Name of the Name of the Date of Whether the Reasons Whether Date of Term of
company stock delisting on delisting for the relisting, directorship
exchange(s) stock was delisting company in the (along with
on which the exchanges compulsory has been event the relevant
company was or voluntary relisted company dates) in the
listed delisting: is relisting company
1. Godrej The Stock March 8, 2004 Voluntary Negligible No N.A. August 1,

Limited Ahmedabad
2. Godrej The Delhi February 11, Voluntary Negligible No N.A. August 1,

Limited Exchange
Association
Limited
3. Godrej Madras Stock February 19, Voluntary Negligible No N.A. August 1,

Limited Limited
4. Godrej The Calcutta * Voluntary Negligible No N.A. August 1,

Limited Exchange
Association
Limited
delisted from CSE, though no formal intimation has been received from CSE
168
Kavas N Petigara
listed is company
relisting
1. Godrej The Stock March 8, 2004 Voluntary Negligible No N.A. January 30 ,

Limited Ahmedabad
2. Godrej The Delhi February 11, Voluntary Negligible No N.A. January 30 ,

Limited Exchange
Association
Limited
3. Godrej Madras Stock February 19, Voluntary Negligible No N.A. January 30 ,

Limited Limited
4. Godrej The Calcutta * Voluntary Negligible No N.A. January 30 ,

Limited Exchange
Association
Limited
* Godrej Industries Limited had applied to The Calcutta Stock Exchange (CSE) for delisting in November 2003. The
shares are delisted from CSE, though no formal intimation has been received from CSE
None of our Directors have been declared as Wilful Defaulters.
Terms of appointment of the Managing Director
Balram S. Yadav is currently the Managing Director of our Company. Our Board in its meeting held on May 12, 2017 and our
Shareholders in the EGM dated May 12, 2017 approved the re-appointment of Balram S. Yadav as Managing Director with
effect from September 1, 2017 for a period of five years till August 31, 2022.
Pursuant to agreement of appointment dated July 3, 2017 entered into between Balram S. Yadav and our Company, Balram S.
Yadav is entitled to certain fixed compensation, performance linked variable remuneration and flexible remuneration. The basic
remuneration shall be in the range of 908,333 to 2,000,000 per month. Additionally, he is entitled to the perquisites and
allowances as may be decided by our Board and subject to the provisions of the Companies Act. The perquisites and allowances
include inter alia (i) residential accommodation, house rent allowance and education allowance; (ii) leave travel assistance and
reimbursement of medical expenses; (iii) group insurance cover, group mediclaim cover; (iv) payment / reimbursement of club
fee, petrol allowance, car expenses; and (v) housing loan and contingency loan subject to Central Government or other requisite
approvals.
Our Managing Director was also entitled to employee stock options under the applicable schemes of our Company. He was
granted 221,794 stock options in 2012 and 7,918 stock options in March 2017. Upon exercise of such options, 3,113,034 Equity
Shares were issued to him in March 2017. He also received Equity Shares in the bonus issue in March 2017. For further details,
see Capital Structure beginning on page 74.
The remuneration paid to Balram S. Yadav in Fiscal 2017 exceeded five per cent of the net profits of our Company for Fiscal
2017 due to exercise of employee stock options. Our Company has sought approval of the Central Government by way of
application dated June 29, 2017, to waive the recovery of the compensation paid to Balram S. Yadav in excess of the limits
prescribed for managerial remuneration under the Companies Act, 2013. The Ministry of Corporate Affairs (the MCA) has,
by its email dated July 18, 2017 (the MCA E-mail) asked our Company to provide certain additional information in relation
to its application dated June 29, 2017. Our Company has responded to the MCA E-mail on August 17, 2017. The MCA has
sought further information vide its email dated August 25, 2017 from our Company which has been responded by the Company
on September 8, 2017.
169
Payment and Benefits to our Directors
Remuneration paid to our Managing Director
Following are the details of remuneration paid to our Managing Director for Financial Year 2017:
Particulars (for Financial Year 2017) Remuneration (in )

Gross salary 25,565,036
Perquisites* 931,463,072
Others Nil
Total 957,027,108
*This amount includes the perquisite value of 922.79 million on exercise of ESOP.
Remuneration of Non Executive Directors
Following are the details of the remuneration paid to the Non Executive Directors of our Company for the Financial Year 2017:
Sr. No. Name of the Director Remuneration (In

million)
1. Nadir B. Godrej Nil
2. Adi B. Godrej* 0.6
3. Jamshyd N. Godrej Nil
4. Vijay M. Crishna Nil
5. Tanya A. Dubash Nil
6. Nisaba Godrej Nil
7. Kavas N. Petigara* 0.64
8. Sudhir L. Anaokar* 0.68
9. Amit B. Choudhury* 0.76
*The Independent Directors of our Company and Adi B. Godrej are only entitled to the sitting fee for attending the Board / committee meetings
of our Company.
Raghunath A. Mashelkar, Roopa Purushothaman, Aditi Kothari Desai and Ritu Anand have been appointed as Independent
Directors with effect from July 18, 2017 and hence have not received any remuneration in Financial Year 2017.
Purusant to the resolution passed by our Board on July 18, 2017, the sitting fee to be paid to our Directors for attending meetings
of certain committees of the Board has been increased to 50,000. Further, pursuant to the resolution passed at the Extra-
Ordinary meeting of the shareholders on July 18, 2017, Non-Executive Directors are entitled to a commission up to 750,000,
in addition to sitting fees, subject to applicable law.
Remuneration paid to our Directors by our Subsidiaries and Associate Companies
None of our Directors are entitled to remuneration from our Subsidiaries and Associate companies.
Bonus or profit sharing plan of the Directors
Except for the annual performance bonus applicable to our Managing Director, our Company does not have any bonus or profit
sharing plan for the Directors.
Shareholding of Directors in our Company
The following table sets forth details of shareholding of our Directors in our Company as of the date of this Red Herring
Prospectus:
Sr. No. Name of the Director Number of Equity Shares

held in our Company
1. Nadir B. Godrej 4,146,156
2. Adi B. Godrej 5,096
3. Jamshyd N. Godrej, jointly with Pheroza J. Godrej and Navroze J. Godrej* 2,073,078
4. Balram S. Yadav 4,406,676
5. Nisaba Godrej 1,382,052
6. Tanya A. Dubash 1,382,052
* Equity Shares in trust as the trustees of the Raika Godrej Family Trust wherein Raika Godrej is the beneficial owner
170
Our Articles of Association do not require our Directors to hold any qualification shares.
Shareholding of Directors in our Subsidiaries and Associate Companies
Except for Balram S. Yadav who holds 7,303 equity shares in Astec LifeSciences, none of our Directors hold any Equity Shares
in our Subsidiaries and Associate Companies as of the date of this Red Herring Prospectus.
Appointment of relatives of Directors to any office or place of profit
Other than as disclosed above under Our Management - Relationship between our Directors on page 162, none of the relatives
of our Directors currently hold any office or place of profit in our Company.
Interests of Directors
Our Managing Director may be deemed to be interested to the extent of remuneration, other perquisites and stock options for
which he may be entitled to as part of his services rendered to our Company as an officer or an employee of our Company apart
from his interest in the Equity Shares held by him and to any dividends payable and other distributions in respect of the Equity
Shares held by him.
Certain of our Non Executive Directors may be deemed to be interested to the extent of remuneration and fees payable to them
for attending meetings of our Board and committees thereof. Our Independent Directors may be interested to the extent of fees
and reimbursement of other expenses payable to them for attending the meetings of our Board and committees thereof.
Certain of our Directors may be regarded as interested in the Equity Shares, if any, held by them or that may be held by the
companies, firms and trusts, in which they are interested as directors, members, partners, trustees and promoters. Certain of our
Directors may also be regarded as interested in the Equity Shares held by them or that may pursuant to the Offer, be subscribed
by or allotted to them, their relatives or to the companies, firms and trusts, in which they are interested as directors, members,
partners, trustees and promoters. Certain of our Non Executive Directors will also be deemed to be interested to the extent of
any dividends payable to them and other distributions in respect of the Equity Shares held by them in our Company.
Except Nadir B. Godrej and Adi B. Godrej, our Directors have no interest in the promotion of our Company.
Our Company has not entered into any service contracts with our Directors which provide for benefits upon termination of
employment of our Directors.
Further, our Directors have no interest in any property acquired within two years from the date of the Draft Red Herring
Prospectus or proposed to be acquired by our Company.
No loans have been availed by our Directors from our Company.
Changes in our Board in the last three years
Name Date of appointment/ cessation Reason

Kavas N. Petigara April 1, 2014 Appointed as an Independent Director
Sudhir L. Anaokar April 1, 2014 Appointed as an Independent Director
Amit B. Choudhury April 1, 2014 Appointed as an Independent Director
Jamshyd N. Godrej June 25, 2014 Re-appointed as the Non Executive Director
Vijay M. Crishna June 25, 2014 Re-appointed as the Non Executive Director
Nadir B. Godrej July 24, 2015 Re-appointed as the Chairman and Non Executive Director
Tanya A. Dubash July 24, 2015 Re-appointed as the Non Executive Director
Adi B. Godrej August 2, 2016 Re-appointed as the Non Executive Director
Nisaba Godrej August 2, 2016 Re-appointed as the Non Executive Director
Rohit Sipahimalani July 13, 2017 Resignation as Non Executive Director
Raghunath A. July 18, 2017 Appointed as Independent Director
Mashelkar
Roopa July 18, 2017 Appointed as Independent Director
Purushothaman
Aditi Kothari Desai July 18, 2017 Appointed as Independent Director
Ritu Anand July 18, 2017 Appointed as Independent Director
Borrowing powers of our Board
Pursuant to the resolution adopted at our Shareholders meeting dated July 24, 2015, our Board has been authorized to borrow
an amount up to 7,500 million (apart from temporary loans obtained in the ordinary course of business) in accordance with
Section 180(1)(c) of the Companies Act.
171
Management Organisation Chart
Balram S. Yadav
Managing Director
Business Corporate Subsidiaries & JVs
Rajeev Murthy S Varadaraj

Raj Kanwar
(CEO Animal Feed) (Head Finance, Systems &
Legal) (CEO Creamline Dairy)
Vinay Kumar Mishra

Vivek Raizada
(Head - Central Buying
Organisation) (Head Legal & Company
Secretary) Dhrubajyoti Banerjee
(MD ACI Godrej)
Dr. P N Narkhede Praful Bhat

(Head - R&D and (Head Manufacturing & Supply
Nutrition(Animal Feed) Chain Excellence)
Prashant Vatkar
(WTD & CEO Godrej
Rakesh Dogra Tyson)
Salil Chinchore
(CEO - Crop Protection
Business & Astec Lifescience) (HeadHR, GAVL)
Dharmender Kumar Sanjivani Sadani

(CEO - Seeds business) (Head HR, Food Businesses)
Nasim Ali Sandeep Kumar Singh

(Head Oil Palm Business) (Head - Strategy & Business
Development)
172
Key Management Personnel
For details in relation to biography of our Managing Director, see Our Management - Brief Biographies of Directors
S. Varadaraj, aged 48, is the Head Finance, Systems and Legal and the Chief Financial Officer of our Company. He is a
qualified chartered accountant and an associate member of the Institute of Chartered Accountants of India and an associate
member of the Institute of Cost and Works Accountants of India. He holds a bachelors degree in commerce from University
of Mumbai and a masters degree in financial management from University of Mumbai. He has been associated with our
Company since May 9, 1994. He has been awarded the CA CFO in the agricultural sector by the Institute of Chartered
Accountants of India in 2013. He has experience in areas including financial reporting, taxation, treasury, mergers and
acquisitions, information technology and legal. He was paid remuneration of 7.70 million and perquisites of 64.06 million
(which predominantly included ESOPs) in Financial Year 2017.
Rajeev Murthy, aged 48, is the CEO Animal Feeds Business of our Company. He holds a bachelors degree in engineering
from University of Poona and a masters degree in business administration from University of Delhi. He has been associated
with our Company since September 19, 2016. He has experience in sales, marketing and operations. He was paid remuneration
of 5.02 million and nil perquisites in Financial Year 2017.
P. N. Narkhede, aged 62, is the Head R&D and Nutrition (Animal Feed) of our Company. He holds a bachelors degree in
veterinary science and animal husbandry (first class with distinction and gold medallist) from Bombay Veterinary College,
Konkan Krishi Vidyapeeth (Agricultural University) and a masters degree in veterinary science in animal nutrition from
Punjabrao Krishi Vidyapeeth, Akola. He has been associated with the Godrej group since November, 1980. He has experience
in commercial feed formulations, quality control, quality assurance, manufacturing, technical services and research and
development in animal nutrition. He was paid remuneration of 7.16 million and perquisites of 64.34 million (which
predominantly included ESOPs) in Financial Year 2017.
Rakesh Dogra, aged 50, is the CEO Crop Protection Business of our Company. He holds a bachelors degree of science
(agriculture) from Himachal Pradesh Krishi Vishva Vidyalaya. He has been associated with our Company since June 27, 2005.
He has experience in sales, marketing, operations in agro-chemical industry. Previously, he worked with Bayer (India) Limited
and Wockhardt Limited. He was paid remuneration of 5.56 million and perquisites of 31.32 million (which predominantly
included ESOPs) in Financial Year 2017.
Nasim Ali, aged 57, is the Head Oil Palm business of our Company. He holds a bachelors degree in science with honours
from the University of Calcutta, a masters degree in science in agriculture (agricultural chemistry and soil science) from the
University of Calcutta, a diploma in forestry and allied subjects from the State Forest Service College, Barnihat and a post
graduate diploma in business management from the Goa University. He has been associated with our Company since February
15, 1993. He has experience in oil palm cultivation, extension, production, sales and purchase, operations and general
management. Previously, he has worked with Andaman and Nicobar Islands Forest and Plantation Development Corporation
Limited as Divisional Manager. He was paid remuneration of 3.98 million and perquisites of 30.03 million (which
predominantly included ESOPs) in Financial Year 2017.
Vinay Kumar Mishra, aged 48, is the Head Central Buying Organisation of our Company. He holds a bachelors degree in
commerce from University of Mumbai, and is a qualified chartered accountant and an associate member of the Institute of
Chartered Accountants of India. He has been associated with our Company since February 5, 2009. He has experience in finance
and procurement. He was paid remuneration of 5.15 million and perquisites of 39.27 million (which predominantly included
ESOPs) in Financial Year 2017.
Prafulla Bhat, aged 51, is the Head Manufacturing & Supply Chain Excellence. He holds a bachelors degree in chemical
engineering from University of Mumbai and a masters degree in management studies from Narsee Monjee Institute of
Management Studies. He has experience in manufacturing, supply chain, human resource and operations. He has been
associated with Godrej group since 1993 and has worked in different companies in the Godrej group including Godrej Soaps
Limited, Godrej Consumer Products Limited, Godrej Tea Limited and GIL. He was paid remuneration of 6.79 million and
perquisites of 40.80 million (which predominantly included ESOPs) in Financial Year 2017.
Vivek Raizada, aged 46, is the Head Legal and Company Secretary of our Company. He holds a bachelors degree in
commerce from University of Mumbai and is a company secretary certified by the Institute of Company Secretaries of India.
He has been associated with our Company since October 2014. He has experience in corporate secretarial and legal compliance
related matters. Previously, he worked with Britannia Industries Limited as the Head Legal & Company Secretary. He was paid
remuneration of 4.97 million and perquisites of 0.02 million in Financial Year 2017.
Sandeep Kumar Singh, aged 35, is the Head Strategy and Business Development of our Company. He holds a bachelors
degree in engineering from the University of Mumbai and a masters degree in management studies from the University of
Mumbai. He has been associated with our Company since November 6, 2013. He has experience in strategy and business
173
development. Previously, he worked with Accenture Services Private Limited. He was paid remuneration of 5.11 million and
perquisites of 10.13 million (which predominantly included ESOPs) in Financial Year 2017.
Salil Ramkrishna Chinchore, aged 42, is the Head - Human Resources of our Company. He holds a bachelors of arts degree
from University of Pune and a masters of arts degree in personnel management & industrial relations from Tata Institute of
Social Sciences. He has been associated with our Company since July 3, 2017. He has experience in human resource
management . Previously, he has worked with Pidilite Industries Limited as president-human resources. Since he was appointed
after Financial Year 2017, he has not received any compensation from our Company in Financial Year 2017.
Dharmender Kumar, aged 53, is the CEO seeds business of our Company. He holds a bachelors degree of science (honours)
in Agriculture from The Haryana Agriculture University and a post graduate diploma in management (agriculture) from The
Indian Institute of Management, Ahmedabad. He has been associated with our Company since September 2, 2011. He has
experience in seed production and marketing. Previously, he worked with Pioneer Seed Company Limited, ITC Limited (Agri-
Businesses Division), Proagro Seed Company Limited, PHI Biogene Limited, Monsanto India Limited. He also worked for
Victor Marvel Seeds India Private Limited as the chief executive officer. He was paid remuneration of 7.66 million and
perquisites of .03 million in Financial Year 2017.
Sanjivani Sadani, aged 38, is the Head Human Resource, Food Business of our Company. She holds a masters degree in
management studies from University of Mumbai. She has been associated with our Company since July 1, 2015 and with the
Godrej group since 2010 and has worked in different Companies of the Godrej group like Godrej Consumer Products Limited
and GIL. She has experience in different verticals of the human resource function. Previously, she worked with HDFC Standard
Life Insurance Company Limited as the associate vice president - human resources from September 2008 to August 2010. She
was paid remuneration of 7.94 million and perquisites of 0.41 million (which predominantly included ESOPs) in Financial
Year 2017.
Senior Management Personnel of our Subsidiaries and Joint Ventures
Prashant Vatkar, aged 50, is the chief executive officer and whole time director of Godrej Tyson. He holds a post graduate
diploma in management from the Indian Institute of Management, Ahmedabad. He has been associated with Godrej Tyson
since September 21, 2016. He has experience in heading consumer facing businesses in personal care and food both in India
and abroad. Previously, he worked with HIL Limited as the managing director. He was paid a remuneration of 6.53 million
and nil perquisites in Financial Year 2017.
Raj Kanwar Singh aged 47, is the chief executive officer of Creamline Dairy. He holds a masters degree in business
administration from University of Delhi and bachelors degree in technology in electrical engineering from Indian Institute of
Technology, Mumbai. He has been associated with Creamline Dairy since September 2016. He has experience in leading
business, sales and marketing. Previously, he worked with Olam as the managing director at OK Foods, Nigeria. He was paid
a remuneration of 5.28 million and perquisites of 0.02 million in 2017.
Dhrubajyoti Banerjee, aged 39, is the managing director of ACI Godrej. He holds a bachelors degree of science in horticulture
with honours from Bidhan Chandra Krishi Viswavidyalaya, West Bengal and a post graduate diploma in agri-business
management from Indian Institute of Management, Ahmedabad. He has been associated with ACI Godrej since 2014. He has
experience in areas including sales and marketing, feed mill operations, project management, people and talent management,
financial planning and overall general management of a strategic business unit. Previously, he has worked with our Company
as the Regional Business Head - Animal Feed Business, East region. He was paid remuneration of 6.50 million and perquisites
of 21.99 million (which predominantly included ESOPs) in Financial Year 2017.
Ashok V. Hiremath, aged 62, is the managing director of Astec LifeSciences. He is a graduate of the Institution of Engineers,
Australia, Bachelor of Arts from the University of Oxford, holds a masters degree of Arts from the University of Oxford and
post graduate diploma in chemical engineering from the University of London. He has experience in agrochemical
manufacturing industry. Previously, he has worked with GEA Airexchangers Limited, London and Hiremath Chemicals
Limited. He was paid a remuneration of 9.58 million in Financial Year 2017.
K. Bhaskar Reddy, aged 56, is the Managing Director of Creamline Dairy. He holds a bachelors degree in science (dairy
technology) from Osmania University, and a post graduate programme in management for senior executives from The Indian
School of Business. He has also completed the course on competitive marketing strategy and corporate development: mergers
and acquisitions from The Wharton School, University of Pennsylvania. He is the recipient of the entrepreneur of the year
award presented by Hyderabad Management Association. He has experience in running dairy businesses. He was paid
remuneration of 9.01 million and perquisites of 4.46 million in Financial Year 2017. Additionally, he is entitled to 0.28
million as performance linked variable incentive which will be paid in Financial Year 2018.
None of our Key Management Personnel are related to each other.
All our Key Management Personnel are permanent employees of our Company.
174
There are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to which any of
our Key Management Personnel were selected as members of our senior management.
Shareholding of Key Management Personnel
For details of the shareholding of our Managing Director, see Our Management - Shareholding of Directors in our Company
on page 170. The following table sets outs the shareholding of our Key Management Personnel in our Company as of the date
Sr. Name Number of Equity Shares

No.
1. S. Varadaraj 201,890
2. P.N. Narkhede 201,890
3. Rakesh Dogra 96,902
4. Nasim Ali 92,866
5. Vinay Kumar Mishra 117,096
6. Prafulla Bhat 121,131
7. Sandeep Kumar Singh 33,656
8. Dhrubajyoti Banerjee 72,673
For details of employee stock options granted to our Key Management Personnel, see Capital Structure ESOP Scheme 1
and ESOP Scheme II on page 84. Further, for details of Equity Shares proposed to be allotted to our Key Management
Personnel under the ESPS, see Capital Structure Employee Share Purchase Scheme on page 87.
Bonus or profit sharing plan of the Key Management Personnel
Our Company does not have any bonus or profit sharing plan for the Key Management Personnel.
Interests of Key Management Personnel
The Key Management Personnel do not have any interests in our Company other than to the extent of the remuneration or
benefits, to which they are entitled to as per their terms of appointment, reimbursement of expenses incurred by them during
the ordinary course of business, the annual performance bonus, the employee stock options and Equity Shares held by them.
Our Company has not entered into any service contracts with our Key Management Personnel which provide for benefits upon
termination of employment of our Key Management Personnel.
Changes in our Key Management Personnel and Senior Management Personnel of Subsidiaries
The changes in our Key Management Personnel in the last three years are as follows:
Name Date of change Reason for change

Atul G. Juvle July 4, 2014 Resigned from the post of Head-Legal and Company Secretary
Vivek Raizada October 13, 2014 Appointed as the key managerial personnel at the post of Associate Vice
President Legal & Company Secretary
R.R. Govindan April 30, 2015 Retired as Head - Operations of Oil Palm business
Nasim Ali May 1, 2015 Appointed as Head - Operations of Oil Palm business
Mangesh Wange September 19, 2016 Resigned from the post of Head Animal Feeds Business
Rajeev Murthy September 19, 2016 Appointed as CEO Animal Feeds Business
Arabind Das November 2, 2016 Resigned as chief executive officer of Godrej Tyson
Prashant Vatkar November 2, 2016 Appointed as chief executive officer of Godrej Tyson
P. Gopalakrishna December 31, 2016 Retired as chief executive officer of Creamline Dairy
Raj Kanwar Singh January 1, 2017 Appointed as chief executive officer of Creamline Dairy
Payment or Benefit to officers of our Company
Except for the payment of remuneration or commission for services rendered by our officers, no amount or benefit has been
paid or given within the two preceding years or intended to be paid or given to any officer.
Corporate Governance
In terms of the Listing Regulations, the disclosure requirements and corporate governance norms as specified for listed
companies shall mutatis mutandis apply to our Company. Our Company is in compliance with the requirements of the Listing
Regulations, the Companies Act and the SEBI ICDR Regulations in respect of corporate governance requirements including
constitution of our Board and committees thereof. Our corporate governance framework is based on an effective independent
175
Board, separation of our Boards supervisory role from the executive management team and constitution of our Board
committees, as required under law.
Our Board has been constituted in compliance with the Companies Act, and the Listing Regulations. Our Board functions either
as a full board or through various committees constituted to oversee specific functions. Our executive management provides
our Board or its committees detailed reports on its performance periodically.
Currently, our Board has 14 Directors comprising the Managing Director and 13 Non Executive Directors including seven
Independent Directors. Further, in compliance with the Listing Regulations and the Companies Act, our Company has at least
one woman director on our Board.
Committees of our Board in accordance with Listing Regulations
In addition to the committees of our Board detailed below, our Board of Directors may, from time to time, constitute committees
for various functions.
Audit Committee
The members of the Audit Committee are:
1. Kavas N. Petigara, Independent Director (Chairman);
2. Aditi Kothari Desai, Independent Director (Member);
3. Ritu Anand, Independent Director (Member); and
4. Balram S. Yadav, Managing Director (Member).
The Audit Committee was last re-constituted by our Board on July 18, 2017. Our Audit Committee met six times during the
preceding Financial Year. The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies
Act, 2013 and Regulation 18(3) of the Listing Regulations and its terms of reference include the following:
(a) Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
(b) To recommend the appointment, remuneration and terms of appointment of auditors of the Company as may be
applicable;
(c) To approve of payment to statutory auditors for any other services rendered by the statutory auditors;
(d) To review and monitor the auditors independence and performance, and effectiveness of audit process;
(e) To examine / review the financial statement and the Auditors report thereon with the management, before submission
to the board of directors for approval, with particular reference to:
(i) matters required to be included in the directors responsibility statement to be included in the boards report
in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act;
(ii) changes, if any, in accounting policies and practices and reasons for the same;
(iii) major accounting entries involving estimates based on the exercise of judgment by management;
(iv) significant adjustments made in the financial statements arising out of audit findings;
(v) compliance with listing and other legal requirements relating to financial statements;
(vi) disclosure of any related party transactions; and
(vii) modified opinion(s) in the draft audit report.
(f) Reviewing, with the management, the quarterly financial statements before submission to the board of directors for
approval;
(g) To grant approval for or any subsequent modification of transactions of the Company with related parties;
(h) To scrutinize inter-corporate loans and investments;
176
(i) To consider valuation of undertakings or assets of the Company, wherever it is necessary;
(j) To evaluate internal financial controls and risk management systems;
(k) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the board of directors to take up steps
in this matter;
(l) To monitor the end use of funds raised through public offers and related matters;
(m) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
(n) Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
(o) Discussion with internal auditors of any significant findings and follow up there on;
(p) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
of directors;
(q) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
(r) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
(s) To review the functioning of the whistle blower mechanism;
(t) To approve of appointment of chief financial officer after assessing the qualifications, experience and background,
etc. of the candidate;
(u) To investigate into any above matter or referred to it by the board of directors and for this purpose, it to have full
access to information contained in the records of the Company and external professional advice, if necessary;
(v) To mandatorily review the following information:
(i) management discussion and analysis of financial condition and results of operations;
(ii) statement of significant related party transactions (as defined by the audit committee), submitted by
management;
(iii) management letters / letters of internal control weaknesses issued by the statutory auditors;
(iv) internal audit reports relating to internal control weaknesses;
(v) the appointment, removal and terms of remuneration of the chief internal auditor; and
(vi) statements of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of the Listing Regulations; and
(b) annual statement of funds utilized for purposes other than those stated in the
document/prospectus/notice in terms of the Listing Regulations.
(w) To perform such other functions and duties as may be required to be performed by the Audit Committee under the
applicable provisions of the Companies Act and/or the Rules made thereunder and/or the Listing Regulations,
including any amendment(s) thereto as may be made from time to time.
177
Nomination and Remuneration Committee
The members of the Nomination and Remuneration Committee are:
1. Ritu Anand, Independent Director, (Chairperson);
2. Roopa Purushothaman, Independent Director (Member); and
3. Nisaba Godrej, Non Executive Director (Member).
The Nomination and Remuneration Committee was last re-constituted by our Board on July 18, 2017. The scope and functions
of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies Act, 2013 and
Regulation 19(4) of the Listing Regulations. The terms of reference of the Nomination and Remuneration Committee include
the following:
(a) To formulate and recommend to the board of directors for its approval and also to review from time to time, a
Nomination and Remuneration policy or processes, as may be required pursuant to the provisions of the Companies
Act.
(b) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel
and other employees.
(c) To identify persons who are qualified to become directors and persons who may be appointed in senior management
position including key managerial personnel in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal.
(d) Formulation of criteria for evaluation of performance of independent directors and the board of directors.
(e) To recommend to the board of directors, qualifications, appointment, remuneration and removal of directors, key
managerial personnel and persons in senior management positions in accordance with the Nomination and
Remuneration policy.
(f) To devise a policy on diversity of board of directors.
(g) To carry out performance evaluation of every Director in accordance with the Nomination and Remuneration policy.
(h) To consider grant of stock options to eligible Directors, to formulate detailed terms and conditions of Employee Stock
Option Scheme (ESOS) and to administer and exercise superintendence over ESOS.
(i) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.
Stakeholders Relationship Committee
The members of the Stakeholders Relationship Committee are:
1. Nadir B. Godrej, Non Executive Director (Chairman);
2. Balram S. Yadav, Managing Director (Member); and
3. Amit B. Choudhury, Independent Director (Member).
The Stakeholders Relationship Committee was constituted by our Board on July 18, 2017. This committee is responsible for
the redressal of shareholder grievances.
The scope and functions of the Stakeholders Relationship Committee are in accordance with Section 178 of the Companies
Act, 2013 and Regulation 20(4) of the Listing Regulations.
The terms of reference of the Stakeholders Relationship Committee of our Company include the following:
a) Consider and resolve grievances of security holders of the Company, including complaints related to transfer of shares,
non-receipt of annual report and non-receipt of declared dividends;
b) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or
any other securities;
178
c) Issue of duplicate certificates and new certificates on split/consolidation/renewal; and
d) Carrying out any other function as may be decided by the Board or prescribed under the Companies Act, the Listing
Regulations or by any other regulatory authority.
Corporate Social Responsibility Committee
The members of the Corporate Social Responsibility Committee are:
1. Raghunath A. Mashelkar, Independent Director (Chairperson);
2. Nadir B. Godrej, Non Executive Director, member
3. Balram S. Yadav, Managing Director, member; and
4. Roopa Purushothaman, Independent Director, member.
The Corporate Social Responsibility Committee was constituted by our Board on January 27, 2014 and last reconstituted on
July 18, 2017. The scope and functions of the Corporate Social Responsibility Committee are in accordance with Section 135
of the Companies Act.
The terms of reference of Corporate Social Responsibility Committee include:
(a) To formulate and recommend to the Board of Directors, the Corporate Social Responsibility Policy, indicating the
corporate social responsibility activities to be undertaken;
(b) To recommend the amount of expenditure to be incurred on the corporate social responsibility activities;
(c) To monitor the Corporate Social Responsibility Policy and its implementation by the Company from time to time;
(d) To perform such other functions or responsibilities and exercise such other powers as may be conferred upon the
Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act and the
rules framed thereunder.
179
OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
Nadir B. Godrej, aged 66, is a citizen of India. For further details, see Our Management on page
158.
His driving license number is MH01 20090097179. His voter identification number is
MT/04/024/0099721.
Adi B. Godrej, aged 75, is a citizen of India. For further details, see Our Management on page 158.
His driving license number is 224126. His voter identification number is ISD1121946.
With respect to Nadir B. Godrej and Adi B. Godrej, our Company confirms that the permanent account number, bank account
number and passport number have been submitted to the Stock Exchanges at the time of filing of the Draft Red Herring
Prospectus.
The Promoters of our Company are GIL, Nadir B. Godrej and Adi B. Godrej.
As on date of this Red Herring Prospectus, Nadir B. Godrej holds 4,146,156 Equity Shares, representing 2.24, Adi B. Godrej
holds 5,096 Equity Shares, representing 0.003% and GIL holds 117,878,964 Equity Shares, representing 63.61% of the pre-
issue and paid-up Equity Share capital of our Company.
Details of our Promoters
1. GIL
Corporate Information
Godrej Industries Limited was incorporated on March 7, 1988 as Gujarat-Godrej Innovative Chemicals Limited
(GGICL) in Gujarat. GIL is a conglomerate with a significant presence in home and personal care, animal feeds
and agri-products, poultry, oil palm plantation, dairy, real estate development, oleo-chemicals and vegetable oils
directly and through subsidiaries/associate companies.
The business and undertaking of the erstwhile Godrej Soaps Limited was transferred to GGICL under a scheme of
amalgamation with effect from April 1, 1994 and the name of GGICL was changed to Godrej Soaps Limited (GSL).
Subsequently, under a scheme of arrangement, the consumer products division of the GSL was demerged with effect
from April 1, 2001 into a separate company i.e. Godrej Consumer Products Limited (GCPL). Subsequently the
vegetable oils and processed foods manufacturing business of Godrej Foods Limited was transferred to GIL with effect
from June 30, 2001. GSL was renamed as Godrej Industries Limited, on April 2, 2001.
Thereafter, the foods division (except wadala factory) was sold to Godrej Beverages & Foods Limited on March 31,
2006.
The registered office of Godrej Industries Limited is located at Godrej One, Pirojshanagar, Eastern Express Highway,
Vikhroli (East), Mumbai 400 079.
The equity shares of GIL are listed on BSE and NSE.
Our Company confirms that the permanent account number, bank account number, the company registration number
of GIL and the address of the registrar of companies where GIL is registered have been submitted to the Stock
Exchanges at the time of filing of the Draft Red Herring Prospectus.
180
Board of directors of GIL
The following table sets forth details of the board of directors of GIL as on the date of this Red Herring Prospectus:
Sr. No. Name of the director Designation

1. Adi B. Godrej Chairman
2. Nadir B. Godrej Managing Director
3. Jamshyd N. Godrej Non Executive, Non-Independent Director
4. Vijay M. Crishna Non Executive, Non-Independent Director
5. Tanya A. Dubash Executive Director & Chief Brand Officer
6. Nitin S. Nabar Executive Director & President (Chemicals)
7. Amit B. Choudhury Independent Director
8. Saleem A. Ahmadullah Independent Director
9. Kersi K. Dastur Independent Director
10. Keki M. Elavia Independent Director
11. Kavas N. Petigara Independent Director
12. Aspy D. Cooper Independent Director
Shareholding pattern of GIL
The following table sets forth the shareholding pattern of GIL as of June 30, 2017:
181
Category Category of Nos. of No. of fully paid No. of No. of Total nos. Shareholding as Number of Voting No. of Shares Shareholding , as a Number of Number of Shares Number of
(I) shareholder shareholders up Equity Shares Partly shares shares held a % of total no. Rights held in each Underlying % assuming full Locked in pledged or Equity Shares
(II) (III) held (IV) paid-up underlying (VII) of shares class of securities Outstanding conversion of shares (XII) otherwise held in
Equity Depository =(IV)+(V)+ (calculated as per (IX) convertible convertible encumbered (XIII) dematerialised
Shares Receipts (VI) SCRR, 1957) No of Total as securities securities ( as a No. As a % Number As a % form (XIV)
held (V) (VI) (VIII) As a % of Voting a % of (including percentage of (a) of total (a) of total
(A+B+C2) Rights (A+B+ Warrants) (X) diluted share Shares shares
C) capital) (XI)= held (b) held(b)
(VII)+(X) As a % of
(A+B+C2)
(A) Promoter & 13 251,336,467 0 0 251,336,467 74.74 251,336,467 74.74 0 74.74 0 0 0 0 251,336,467
Promoter
Group
(B) Public 59,826 84,820,577 0 0 84,820,577 25.22 84,820,577 25.22 0 25.22 0 0 1,370,275 0.41 84,202,521
(C) Non 1 112,250 0 0 112,250 0.03 112,250 0.03 0 0.03 0 0 0 0 112,250
Promoter-
Non Public
(C1) Shares 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
underlying
DRs
(C2) Shares held 1 112,250 0 0 112,250 0.03 112,250 0.03 0 0.03 0 0 0 0 112,250
by Employee
Trusts
Total 59,840 336,269,294 0 0 336,269,294 100.00 336,269,294 100.00 0 100.00 0 0 1,370,275 0.41 335,651,238
182
There has been a change in control of GIL, from Godrej & Boyce Manufacturing Company Limited to Vora Soaps Limited on
March 30 2017, however the control remains with the Godrej group/Godrej family members.
Interests of Promoters
Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of their
shareholding in our Company and the dividends payable, if any, and any other distributions in respect of the Equity Shares held
by them. For details on the shareholding of our Promoters in our Company, see Capital Structure from page 74.
The directors of our Promoters who have been appointed on our Board are interested in our Company to the extent of their
remuneration, sitting fees and commission, as the case may be. For further details, see Our Management Interests of
Directors on page 171.
Our Promoters are not interested in the properties acquired or proposed to be acquired by our Company in the two years
preceding the filing of the Draft Red Herring Prospectus with SEBI.
Other than as disclosed in our Financial Statements, our Company has not entered into any contract, agreements or arrangements
during the preceding two years from the date of the Draft Red Herring Prospectus or proposes to enter into any such contract
which is not on arms length basis and in the ordinary course of business, in which our Promoters are directly or indirectly
interested, and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed
to be made with them. For the disclosure of related party transactions in accordance with Ind AS 24, see Related Party
Transactions on page 211.
Our Promoters do not have any interest in any venture that is involved in any activities similar to those conducted by our
Company, except Nadir B. Godrej is a director of ACI Godrej Agrovet, a Joint Venture of our Company, which is involved in
the manufacture of animal feed.
Our Promoters are not related to any sundry debtors of our Company.
Our Promoters are not interested as a member of a firm or a company, and no sum has been paid or agreed to be paid to our
Promoters or to such firm or company in cash or shares or otherwise by any person for services rendered by them or by such
firm or company in connection with the promotion or formation of our Company.
Our Promoters are the original promoters of our Company and there has not been any change in the management or control of
our Company.
Our Promoters are not interested in any transaction for acquisition of land, construction of building and supply of machinery to
be acquired by our Company.
Companies with which our Promoters have disassociated in the last three years
Our Promoters have not disassociated themselves from any other companies during the preceding three years.
Confirmations
Our Promoters and members of the Promoter Group have not been declared as Wilful Defaulters.
Our Promoters and members of the Promoter Group have not been prohibited from accessing or operating in capital markets
under any order or direction passed by SEBI or any other regulatory or governmental authority.
Our Promoters and members of the Promoter Group are not and have never been promoters, directors or person in control of
any other company which is prohibited from accessing or operating in capital markets under any order or direction passed by
SEBI or any other regulatory or governmental authority.
Promoter Group
Persons constituting the Promoter Group of our Company in terms of Regulation 2(1)(zb) of the SEBI ICDR Regulations are
set out below:
Natural Persons Forming Part of the Promoter Group
The persons forming part of the Promoter Group who are related to our Promoters (other than our Promoters) are as follows:
1. Pirojsha A. Godrej
2. Tanya A. Dubash
3. Nisaba Godrej
183
4. Harinder Mader
5. Burjis N. Godrej
6. Sohrab N. Godrej
7. Hormazd N. Godrej
8. Rati N. Godrej
9. Aloo Vaghaiwalla
10. Behram Vaghaiwalla
11. Freny Mody
12. Armaity Vaghaiwalla
13. Rishad K. Naoroji
14. Jamshyd N. Godrej
15. Pheroza J. Godrej
16. Navroze J. Godrej
17. Nyrika Holkar
18. Freyan V. Crishna
Entities and Body Corporate Forming Part of the Promoter Group
The entities and body corporate forming part of the Promoter Group are as follows:
1. Godrej Consoveyo Logistics Automation Limited

2. Godrej (Singapore) Pte. Ltd.
3. India Circus Retail Private Limited
4. Veromatic International B.V.
5. Godrej Infotech Limited
6. Busbar Systems (India) Limited
7. Mercury Manufacturing Company Limited
8. Godrej Americas Inc.
9. Sheetak Inc.
10. Godrej & Boyce Enterprise LLP
11. Future Factory LLP
12. Urban Electric Power Inc.
13. Godrej & Boyce Manufacturing Co. Limited
14. Vora Soaps Limited
15. Godrej Investments Private Limited
16. Innovia Multiventures Private Limited
17. Godrej Seeds & Genetics Limited
18. Godrej Consumer Products Limited
19. Godrej Holdings Private Limited
20. NBG Enterprise LLP
21. ABG Venture LLP
22. Anamudi Real Estates LLP
23. Godrej Properties Limited
24. Ensemble Holdings & Finance Limited
25. Godrej International Limited, Isle of Man
26. Natures Basket Limited
27. Godrej International Trading & Investments Pte. Ltd.
28. Godrej International Limited, Labuan Malaysia
29. Godrej One Premises Management Private Limited
184
30. Happy Highrises Limited
31. Godrej Fund Management Pte. Ltd.
32. Citystar Infraprojects Limited
33. Godrej Realty Private Limited
34. Godrej Real Estate Private Limited
35. Godrej Buildcon Private Limited
36. Godrej Projects Development Private Limited
37. Godrej Redevelopers (Mumbai) Private Limited
38. Godrej Garden City Properties Private Limited
39. Godrej Landmark Redevelopers Private Limited
40. Godrej Green Homes Limited
41. Godrej Home Developers Private Limited
42. Godrej Hillside Properties Private Limited
43. Godrej Prakriti Facilities Private Limited
44. Godrej Investment Advisers Private Limited
45. Godrej Highrises Properties Private Limited
46. Godrej Genesis Facilities Management Private Limited
47. Godrej Residency Private Limited
48. Godrej Skyline Developers Private Limited
49. Godrej Vikhroli Properties India Limited
50. Prakritiplaza Facilities Management Private Limited
51. Godvet Agrochem Limited
52. Astec LifeSciences Limited
53. Behram Chemicals Private Limited
54. Astec Europe Sprl
55. Comercializadora Agricola Agroastrachem Cia Ltda
56. Creamline Dairy Products Limited
57. Nagavalli Milkline Private Limited
58. Godrej Property Developers LLP
59. Mosiac Landmarks LLP
60. Dream World Landmarks LLP
61. Oxford Realty LLP
62. Godrej SSPDL Green Acres LLP
63. Oasis Landmarks LLP
64. M S Ramaiah Ventures LLP
65. Caroa Properties LLP
66. Godrej Construction Projects LLP
67. Godrej Housing Projects LLP
68. Godrej Land Developers LLP
69. Godrej Developers & Properties LLP
70. Godrej Highrises Realty LLP
71. Godrej Project Developers & Properties LLP
72. Godrej Highview LLP
73. Prakhhyat Dwellings LLP
74. Godrej Skyview LLP
75. Bavdhan Realty @ Pune 21 LLP
76. Godrej Green Properties LLP
77. Godrej Projects (Pune) LLP
185
78. Godrej Projects (Bluejay) LLP
79. Godrej Projects (Soma) LLP
80. Godrej Century LLP
81. A R Landcraft LLP
186
OUR GROUP COMPANIES
Pursuant to resolution dated July 18, 2017, our Board has noted that in accordance with the SEBI ICDR Regulations, Group
Companies shall include companies covered under applicable accounting standards and such other companies as considered
material by our Board. Our Board has approved that for the purpose of disclosure in connection with the Issue, a company shall
be considered material and disclosed as a Group Company if a material adverse change in such company, can lead to a material
adverse effect on our Company, our revenues and profitability. Pursuant to the aforesaid resolution, our Board has approved
that other than companies which constitute part of the related parties of our Company in accordance with the applicable
accounting standards (IND AS 24) as per the consolidated Restated Financial Statements for the Financial Year 2017 (except
such companies that are consolidated in accordance with IND AS 110 and the joint ventures of our Company), there are no
material group companies of our Company. Accordingly, we have set out below the details of our Group Companies which
have also been disclosed in this Red Herring Prospectus in Financial Statements beginning on page 213.
The following companies are our Group Companies:
1. Godrej Consumer Products Limited

2. Godrej Properties Limited
3. Godrej and Boyce Manufacturing Company Limited
4. P T Intrasari Raya, Indonesia
5. PT Megasari Makmur, Indonesia
6. Godrej Infotech Limited
7. Godrej Infotech Americas Inc.
8. Godrej (Singapore) Pte. Ltd., Singapore
9. Veromatic International B.V.
10. Busbar Systems (India) Limited
11. Mercury Manufacturing Company Limited
12. Godrej Americas Inc.
13. India Circus Retail Private Limited
14. Ensemble Holdings & Finance Limited
15. Godrej International Limited, Isle of Man
16. Natures Basket Limited
17. Godrej International Trading & Investments Pte. Ltd.
18. Citystar Infraprojects Limited
19. Godrej Realty Private Limited
21. Godrej Buildcon Private Limited
22. Godrej Projects Development Private Limited
23. Godrej Redevelopers (Mumbai) Private Limited
24. Godrej Garden City Properties Private Limited
25. Godrej Landmark Redevelopers Private Limited
26. Godrej Green Homes Limited
27. Godrej Home Developers Private Limited
28. Godrej Hillside Properties Private Limited
29. Godrej Prakriti Facilities Private Limited
30. Godrej Investment Advisors Private Limited
31. Godrej Highrises Properties Private Limited
32. Godrej Genesis Facilities Management Private Limited
33. Godrej Residency Private Limited
35. Godrej Vikhroli Properties India Limited
36. Prakritiplaza Facilities Management Private Limited
37. Godrej Infotech (Singapore) Pte. Limited
187
38. LVD Godrej Infotech NV
39. JT Dragon Pte. Limited
40. Godrej (Vietnam) Company Limited
41. Godrej One Premises Management Private Limited
42. Godrej South Africa (Proprietary) Limited
43. Godrej Netherlands BV
44. Godrej UK Limited
45. Godrej Consumer Products Holding (Mauritius) Limited
46. Godrej Global Mid East FZE
47. Godrej Consumer Products Mauritius Limited
48. Godrej Household Products Lanka (Private) Limited
49. Godrej Household Products (Bangladesh) Private Limited
50. Godrej Consumer Products Bangladesh Limited
51. Godrej Mauritius Africa Holdings Limited
52. Godrej West Africa Holdings Limited
53. Godrej Consumer Products (UK) Limited
54. Godrej Consumer Investments (Chile) Spa
55. Godrej Mideast Holdings Limited
56. Godrej Holdings (Chile) Limitada
57. Cosmetica Nacional
58. Plasticos Nacionales SpA
59. Kinky Group (Proprietary) Limited
60. Godrej Nigeria Limited
61. Indovest Capital Limited
62. Godrej Consumer Products Dutch Cooperatief UA
63. Godrej Consumer Products (Netherlands) BV
64. Godrej Consumer Holdings (Netherlands) B.V.
65. PT Ekamas Sarijaya
66. PT Indomas Susemi Jaya
67. PT Sarico Indah
68. Panamar Produccioness S.A.
69. Argencos S.A.
70. Laboratoria Cuenca S.A.
71. Deciral Limited
72. Issue Group Brazil Ltda.
73. Consell S.A.
74. Subinite Pty Ltd.
75. Lorna Nigeria Ltd.
76. Weave IP Holdings Mauritius Pvt. Ltd.
77. Weave Trading Mauritius Pvt. Ltd.
78. Hair Trading (Offshore) S.A.L
79. Weave Mozambique Limitada
80. Godrej East Africa Holdings Limited
81. Style Industries Limited
82. DGH Phase Two Mauritius
83. Godrej Tanzania Holdings Limited
84. DGH Tanzania Limited
85. Sigma Hair Ind Limited
188
86. Weave Ghana Limited
87. Godrej Consumer Products US Holding Limited
88. Darling Trading Company Mauritius Limited
89. Godrej Africa Holdings Limited
90. Godrej Indonesia IP Holdings Limited
91. Frika Weave (Pty) Limited
92. Beleza Mozambique LDA
93. Charm Industries Limited
94. Canon Chemicals Limited
95. Godrej Hair Weave Nigeria Limited
96. Godrej International Trading Company (Sharjah)
97. Godrej Hair Care Nigeria Limited
98. Godrej Household Insecticide Nigeria Limited
99. Hair Credentials Zambia Limited
100. Godrej SON Holdings Inc.
101. Old Pro International Inc.
102. Strength of Nature LLC
103. Strength of Nature South Africa Proprietary Limited
104. Style Industries Uganda Limited
105. Weave Senegal Limited
106. DGH Uganda
107. Godrej Consumer Products International FZCO
108. Al Rahba International Trading LLC
109. Vora Soaps Limited
110. Godrej International LM, Labuan Malaysia
Details of the top five Group Companies:
The top five Group Companies on the basis of turnover are as follows:
1. Godrej Consumer Products Limited (Godrej Consumer)
Godrej Consumer was incorporated on November 29, 2000 as a public limited company under the Companies Act,
1956 at Mumbai, Maharashtra. Godrej Consumer is engaged in the business of household and personal care.
Interest of our Promoters
Please see below details of interest held by each of our Promoters in Godrej Consumer as on June 30, 2017:
Sr. No. Name of the Promoter No. of equity shares held by Percentage of interest (%)
the Promoter
1. GIL 161,875,240 23.76
2. Nadir B. Godrej 1,834,908 0.27
3. Adi B. Godrej 1,000 Negligible
Financial Performance
The following table sets forth details of the audited financial results of Godrej Consumer for the Financial Years 2017,
2016 and 2015:
(in million, except per share data)

Particulars Financial Year 2017* Financial Year Financial Year
2016** 2015**
Equity Capital 3,406.00 3,405.00 3,404.00
189
Particulars Financial Year 2017* Financial Year Financial Year
2016** 2015**
Reserves (excluding revaluation reserves) and 43,638.00 37,498.40 33,490.10
Surplus
Revenue from operations & other income 51,525.90 49,447.70 44,873.10
Profit/(Loss) after Tax 8,480.30 7,226.70 6,544.50
Basic EPS (in ) 24.90 21.22 19.22
Diluted EPS (in ) 24.89 21.22 19.22
Net asset value per share (in ) 129.12 111.12 96.42
*Financial information is as per Ind AS
** Financial information is as per Indian GAAP
Share Price Information
The equity shares of Godrej Consumer having a face value of 1 each are listed on BSE and NSE.
The monthly high and low of the closing market price of the equity shares of Godrej Consumer during the preceding
six months are set forth below:
Month BSE NSE

High () Low () High () Low ()
Aug 2017 1,037.00 860.65 1020.00 859.15
July 2017 1,083.65 943.95 1083.00 941.65
June, 2017 1,964.00 *937.00 1,965.50 *936.00
May, 2017 1,956.20 1,727.80 1,958.35 1,727.00
April, 2017 1,795.00 1,633.35 1,798.00 1,631.00
March, 2017 1,712.00 1,595.00 1,720.00 1,591.00
Source: BSE Official website i.e. www.bseindia.com and NSE Official website i.e. www.nseindia.com.
* Godrej Consumer had made Bonus issue in the proportion of 1 equity share for every share held. The record date for the same
was June 24, 2017 (Ex-Date June 22, 2017). The low price indicate above is the post bonus price and not comparable to High
price indicated above. For July, 2017 and August, 2017, both High price and Low price are ex-bonus prices.
The closing market price (ex-bonus price) of the equity shares of Godrej Consumer as on September 13, 2017 on NSE
and BSE was 942.70 per equity share and 939.30 per equity share, respectively.
The market capitalisation of Godrej Consumer as of September 13, 2017 was 639,972.82 million.
There has been no change in the capital structure of Godrej Consumer in the last six months, other than the issue of
bonus shares in the ratio of one equity share for every equity share held, for which the allotment was made on June
27, 2017.
Previous public issues or rights issues in the last three years
Godrej Consumer has not undertaken any public issue or rights issue in the last three years.
Shortfall in performance vis--vis the objects of the Issue
Purusant to the resolution adopted by the shareholders of Godrej Consumer at their meeting held on July 25, 2009, the
letter of offer dated March 14, 2008 (Letter of Offer) issued by Godrej Consumer was amended to extend the time
for attainment of the objects of the issue of shares on rights basis out of the remainder of the issue proceeds up to a
period of three years from April 1, 2009 to March 31, 2012. Further, the object of the remainder of the issue proceeds
arising out of the issue of equity shares allotted pursuant to the Letter of Offer was changed to utilisation of the proceeds
for, inter alia, funding of capital expenditure and prepayment/repayment of debt.
2. Godrej Properties Limited (Godrej Properties)
Godrej Properties was incorporated on February 8, 1985 as Sea Breeze Constructions and Investments Private Limited,
a private limited company under the Companies Act, 1956 at Mumbai, Maharashtra. The name of Godrej Properties
was changed to Godrej Properties and Investments Private Limited pursuant to a special resolution of the shareholders
dated July 2, 1990. In the year 1991, the status of Godrej Properties was changed to a deemed public company by
deletion of the word Private from the name of Godrej Properties. Subsequently the status was changed to a public
190
limited company pursuant to a special resolution of the members passed at the extraordinary general meeting on August
1, 2001. Godrej Properties is engaged in the business of real estate and construction.
Please see below details of interest held by each of our Promoters in Godrej Properties as on June 30, 2017:
Sr. No. Name of the Promoter No. of equity shares held by Percentage of interest (%)
the Promoter
1. GIL 122,681,066 56.70
2. Nadir B. Godrej 3,986,430 1.84
3. Adi B. Godrej Nil Nil
The following table sets forth details of the audited financial results of Godrej Properties for the Financial Years 2017,
2016 and 2015:

Particulars Financial Year Financial Year Financial Year
2017* 2016** 2015**
Equity Capital 1,081.82 1,081.30 996.80
Reserves (excluding revaluation reserves) and 18,362.44 19,932.50 18,185.70
Surplus
Profit/(Loss) after Tax 1,239.49 303.70 1,279.20
Basic EPS (in ) 57.70 14.40 64.20
Diluted EPS (in ) 57.40 14.40 64.10
Net asset value per share (in ) 89.87 97.17 96.22
There are no significant notes of the auditors in relation to the aforementioned financial statements for the last three
financial years.
Share Price Information
The equity shares of Godrej Properties having a face value of 5 each are listed on BSE and NSE.
The monthly high and low of the closing market price of the equity shares of Godrej Properties during the preceding
six months are set forth below:
Month BSE NSE

High () Low () High () Low ()
August, 2017 583.00 475.00 584.90 489.45
July, 2017 538.70 501.10 539.90 501.30
June, 2017 566.70 484.60 564.50 483.50
May, 2017 585.05 468.00 586.00 466.25
April, 2017 488.10 387.65 489.00 387.15
March, 2017 406.80 345.00 400.10 358.55
Source: www.bseindia.com and www.nseindia.com
The closing market price of the equity shares of Godrej Properties as on September 13, 2017 on NSE and BSE was
632.90 per equity share and 632.90 per equity share, respectively.
The market capitalisation of Godrej Properties as of September 13, 2017 was 136,096.90 million.
There has been no change in the capital structure of Godrej Properties in the last six months, other than allotments
pursuant to the GPL Employees Stock Grant Scheme.
Previous public issues or rights issues in the last three years
Godrej Properties has not undertaken any public issue or rights issue in the last three years.
Shortfall in performance vis--vis the objects of the Issue
191
Godrej Properties, a listed group company of our Company offered for subscription, by way of initial public offer,
9,429,750 equity shares of 10 each at a price band of 490 to 530 per equity share aggregating to 4,688.5 million.
The issue opened on December 9, 2009 and closed on December 11, 2009. The proceeds of the issue were used for (i)
acquisition of land development rights for their forthcoming projects; and (ii) construction of their forthcoming project;
and repayment of loans. There were certain amendments in the schedule of deployment and utilization of Net Proceeds
and the schedule of implementation of the Net Proceeds done with the approval of the Members of the Company. The
details of the amendments approved by the Members are given in the notice convening the Annual General Meeting
held on July 17, 2010, July 22, 2011, July 28, 2012 and July 27, 2013.
3. Godrej And Boyce Manufacturing Company Limited (Godrej & Boyce)
Godrej & Boyce was incorporated on March 3, 1992 as a public limited company in Maharashtra. Godrej & Boyce is
engaged in the business of manufacturing and marketing of various consumer durables, office equipments, industrial
products and real estate development.
Please see below details of interest held by each of our Promoters in Godrej & Boyce as on June 30, 2017:
Sr. Name of the Promoter No. of equity shares held by Percentage of interest (%)
No. the Promoter
1. GIL Nil Nil
2. Nadir B. Godrej 67,193 9.90
3. Adi B. Godrej 36,746 5.41
The following table sets forth details of the audited financial results of Godrej & Boyce for the Financial Years 2016,
2015 and 2014:

Particulars Financial Year 2016 Financial Year 2015 Financial Year 2014
Equity Capital 66.30 66.30 66.30
Reserves (excluding revaluation 34,245.20 33,715.10 28,468.50
reserves) and Surplus
Revenue from operations & other 89,898.90 84,024.30 75,772.50
income
Profit/(Loss) after Tax 3,298.5 5,117.40 3,524.20
Basic EPS (in ) 4,976 7,720 5,316
Diluted EPS (in ) 4,976 7,720 5,316
Net asset value per share (in ) 30,696 26,812 24,581
financial years.
4. P T Intrasari Raya, Indonesia (PT Intrasari)
P T Intrasari was incorporated on August 22, 1990 in Indonesia. P T Intrasari is engaged in the business of household
and personal care.
None of our Promoters hold any equity shares in PT Intrasari.
The following table sets forth details of the audited financial results of PT Intrasari for the Financial Years 2017, 2016
and 2015:
(in Indonesian Rupiah million, except per share data)
192
Financial Year 2017 Financial Year Financial Year
2016 2015
Reserves (excluding revaluation reserves) and Surplus 60.99 45.19 30.43
Profit/(Loss) after Tax 16.80 13.45 10.59
Basic EPS (in Indonesian Rupiah) 167,987.40 134,537.04 105,867.75
Diluted EPS (in Indonesian Rupiah) 167,987.40 134,537.04 105,867.75
Net asset value per share (in Indonesian Rupiah) 614,766.32 456,938.98 309,037.41
financial years.
5. PT Megasari Makmur, Indonesia (PT Megasari)
PT Megasari was incorporated on January 29, 1996 in Indonesia. PT Megasari is engaged in the business of
household and personal care.
None of our Promoters hold any equity shares in PT Megasari.
The following table sets forth details of the audited financial results of PT Megasari for the Financial Years 2017, 2016
and 2015:
(in Indonesian Rupiah million, except per share data)

Particulars Financial Year 2017 Financial Year Financial Year
2016 2015
Reserves (excluding revaluation reserves) and Surplus 466.02 429.63 306.23
Profit/(Loss) after Tax 150.60 148.96 121.13
Basic EPS (in ) (in Indonesian Rupiah) 10,269.46 10,159.36 8,261.46
Diluted EPS (in ) (in Indonesian Rupiah) 10,269.46 10,159.36 8,261.46
Net asset value per share (in ) (in Indonesian Rupiah) 36,665.56 34,294.83 25,671.61
financial years.
Details of Group Companies with negative net worth
Godrej Skyline Developers Private Limited (Godrej Skyline Developers) was incorporated on November 22, 2016
as a private limited company in Mumbai, Maharashtra. Godrej Skyline Developers is engaged in the business of real
estate and construction.
None of our Promoters hold any equity shares in Godrej Skyline Developers.
The following table sets forth details of the audited financial results of Godrej Skyline Developers for the Financial
Years 2017, 2016 and 2015:
( million, except per share data)
193
2017* 2016** 2015**
Equity Share Capital 0.01 N.A. N.A.
Reserves (excluding revaluation reserves) (0.05) N.A. N.A.
and Surplus
Revenue from operations & other income - N.A. N.A.
Profit/(Loss) after Tax (0.05) N.A. N.A.
Basic EPS (in ) (51.45) N.A. N.A.
Diluted EPS (in ) (51.45) N.A. N.A.
Net asset value per share (in ) (41.45) N.A. N.A.
Godrej Real Estate Private Limited (Godrej Real Estate) was incorporated on March 15, 2007 as a private limited
company in Mumbai, Maharashtra. Godrej Real Estate is engaged in the business of real estate and construction.
Please see below details of interest held by each of our Promoters in Godrej Real Estate:
Sr. Name of our Promoter No. of equity shares held Percentage of interest (%)
No. by our Promoter
1. GIL Nil Nil
2. Nadir B. Godrej Nil Nil
3. Adi B. Godrej 1 Negligible
The following table sets forth details of the audited financial results of India Circus for the Financial Years 2017, 2016
and 2015:

2017* 2016** 2015**
Equity Share Capital 4.50 4.50 0.50
Reserves (excluding revaluation reserves) (136.28) (2.56) (2.32)
and Surplus
Revenue from operations & other income 1.03 - -
Profit/(Loss) after Tax (13.52) (0.24) (0.62)
Basic EPS (in ) (30.04) (0.74) (12.49)
Diluted EPS (in ) (30.04) (0.74) (12.49)
Net asset value per share (in ) (292.84) 4.31 (36.45)
3. Godrej Consumer Products Bangladesh Limited
Godrej Consumer Products Bangladesh Limited (Godrej Consumer Products Bangladesh) was incorporated on
April 13, 2010 in Bangladesh. Godrej Consumer Products Bangladesh is engaged in the business of household and
personal care.
None of our Promoters hold any equity shares in Godrej Consumer Products Bangladesh.
The following table sets forth details of the audited financial results of Godrej Consumer Products Bangladesh for the
Financial Years 2017, 2016 and 2015:
194
Equity Share Capital 0.04 0.04 -
Reserves (excluding revaluation reserves) (0.05) 0.00 -
and Surplus
Revenue from operations & other income - - -
Profit/(Loss) after Tax (0.05) 0.00 -
Basic EPS (in ) 0.00 0.00 -
Diluted EPS (in ) 0.00 0.00
Net asset value per share (in ) 12.13 92.30 -
4. Godrej International Trading Company (Sharjah)
Godrej International Trading Company (Sharjah) (Godrej International Trading Company) was incorporated on
September 1, 2016 in Sharjah. Godrej International Trading Company is engaged in the business as a trading company.
None of our Promoters hold any equity shares in Godrej International Trading Company.
The following table sets forth details of the audited financial results of Godrej International Trading Company for the
Financial Years 2017, 2016 and 2015:

Equity Share Capital 0.00 N.A. N.A.
Reserves (excluding revaluation reserves) (0.19) N.A. N.A.
and Surplus
Revenue from operations & other income (0.00) N.A. N.A.
Profit/(Loss) after Tax (0.19) N.A. N.A.
Basic EPS (in ) (0.01) N.A. N.A.
Diluted EPS (in ) (0.01) N.A. N.A.
Net asset value per share (in ) 1,869,754.31 N.A. N.A.
5. Issue Group Brazil Ltda
Issue Group Brasil Ltda. (Issue Group Brasil) was incorporated on April 4, 2002 in Brazil. Issue Group Brasil is
engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Issue Group Brasil.
The following table sets forth details of the audited financial results of Issue Group Brasil for the Financial Years
2017, 2016 and 2015:

Equity Share Capital 22.71 20.58 21.57
Reserves (excluding revaluation reserves) (25.69) (23.38) (22.62)
and Surplus
Revenue from operations & other income 0.26 0.00 3.22
Profit/(Loss) after Tax 0.09 1.17 (5.43)
Basic EPS (in ) 0.00 (0.03) (0.16)
Diluted EPS (in ) 0.00 (0.03) (0.16)
Net asset value per share (in ) 2.70 (2.54) (0.95)
195
Other Group Companies
The details of other Group Companies are provided below:
1. Godrej Infotech Limited (Godrej Infotech) was incorporated on February 25, 1997 as public limited company in
Maharashtra. Godrej Infotech is engaged in the business of providing consultancy services for ERP implementation
and support.
None of our Promoters hold any equity shares in Godrej Infotech.
2. Godrej Infotech Americas Inc. (Godrej Infotech Americas) was incorporated on February 28, 2014 as Business
Corporation in North Carolina. Godrej Infotech Americas is engaged in the business of providing consultancy services
for ERP implementation and support.
None of our Promoters hold any equity shares in Godrej Infotech Americas.
3. Godrej (Singapore) Pte. Ltd., Singapore (Godrej Singapore) was incorporated on October 16, 1971 as private
company limited by share in the Republic of Singapore. Godrej Singapore is engaged in the business of sales assembly
of office furniture, equipment, safes and locks.
None of our Promoters hold any equity shares in Godrej Singapore.
4. India Circus Retail Private Limited (India Circus) was incorporated on November 16, 2011 as Design India Retail
Private Limited, a private limited company in Maharashtra. The name of India Circus was changed to India Circus
Retail Private Limited on March 17, 2012. India Circus is engaged in the business of online and offline marketing of
various home dcor and life style products.
None of our Promoters hold any equity shares in India Circus.
5. Busbar Systems (India) Limited (Busbar Systems) was incorporated on February 18, 2009 as a private limited
company in the State of Karnataka. Subsequently the name was changed to Busbar Systems (India) Limited on March
15, 2013. Busbar Systems is engaged in the business of busbar systems and accessories.
None of our Promoters hold any equity shares in Busbar Systems.
6. Godrej Americas Inc. (Godrej Americas) was incorporated on April 1, 2014 as a wholly owned subsidiary of Godrej
and Boyce Manufacturing Company Limited in the USA. Godrej Americas is engaged in the business of marketing
and sales of its products and services largely consisting of fabricated pressure vessels reactors, heat exchangers and
other critical unit static equipments for the oil and gas, fertilizers, petrochemicals, power and allied industries.
None of our Promoters hold any equity shares in Godrej Americas.
7. LVD Godrej Infotech NV (LVD Godrej Infotech) was incorporated on December 18, 2009 in Belgium. LVD
Godrej Infotech is engaged in the business of providing consultancy services for ERP implementation and support.
None of our Promoters hold any equity shares in LVD Godrej Infotech.
8. Veromatic International B.V. (Veromatic International) was incorporated on 2nd day of August, 1991 under the
Dutch Law in the city of Dordrecht. Veromatic International is engaged in the business of design, development and
manufacturing of hot and cold table top beverage vending machines.
196
None of our Promoters hold any equity shares in Veromatic International.
9. Mercury Manufacturing Company Limited (Mercury Manufacturing) was incorporated on November 11, 1992 as
a private limited company in Tamil Nadu. Subsequently, Mercury Manufacturing was converted into a public limited
company on February 27, 1995. Mercury Manufacturing is engaged in the business of manufacturing industrial storage
equipment and furniture designed and manufactured of customer specification.
None of our Promoters hold any equity shares in Mercury Manufacturing.
10. Ensemble Holdings & Finance Limited (Ensemble Holdings) was incorporated on February 17, 1992 as a private
limited company in Mumbai, Maharashtra. Ensemble Holdings is engaged in the business of an investment company.
Please see below details of interest held by each of our Promoters in Ensemble Holdings:
No. by our Promoter
1. GIL 6,399,159 100
11. Godrej International Limited, Isle of Man (Godrej International) was incorporated on January 27, 1993 as Limited
Liability Company in Isle of Man. Godrej International is engaged in the business of trading in vegetable oils, oilseeds
and commodities.
Please see below details of interest held by each of our Promoters in Godrej International:
No. by our Promoter
1. GIL 2,105,000 100
12. Natures Basket Limited (Natures Basket) was incorporated on May 29, 2008 as a public limited company in
Mumbai. Natures Basket is engaged in the business of retail food stores for fresh vegetables, fruits, non-veg., wine
and beer, bakery and other fresh farm produce, named and styled as Godrej Natures Basket and having its operations
at various locations in India.
Please see below details of interest held by each of our Promoters in Natures Basket:
No. by our Promoter
1. GIL 309,229,994 99.99
13. Godrej International Trading & Investments Pte. Ltd. (Godrej International Trading) was incorporated on
September 1, 2016 as a limited liability company in Sharjah. Godrej International Trading is engaged in the business
of a general wholesale trade including general import and export.
None of our Promoters hold any equity shares in Godrej International Trading.
14. Citystar Infraprojects Limited (Citystar Infraprojects) was incorporated on February 19, 2008 as a public limited
company in Kolkata. Citystar Infraprojects is engaged in the business of real estate and construction.
197
None of our Promoters hold any equity shares in Citystar Infraprojects.
15. Godrej Realty Private Limited (Godrej Realty) was incorporated on June 27, 2005 as a private limited company in
Mumbai, Maharashtra. Godrej Realty is engaged in the business of real estate and construction.
None of our Promoters hold any equity shares in Godrej Realty.
16. Godrej Real Estate Private Limited (Godrej Real Estate) was incorporated on March 15, 2007 as a private limited
company in Mumbai, Maharashtra. Godrej Real Estate is engaged in the business of real estate and construction.
Please see below details of interest held by each of our Promoters in Godrej Real Estate:
No. by our Promoter
1. GIL Nil Nil
17. Godrej Buildcon Private Limited (Godrej Buildcon) was incorporated on September 21, 2010 as a private limited
company in Mumbai, Maharashtra. Godrej Buildcon is engaged in the business of real estate and construction.
Please see below details of interest held by each of our Promoters in Godrej Buildcon:
No. by our Promoter
1. GIL Nil Nil
18. Godrej Projects Development Private Limited (Godrej Projects Development) was incorporated on November 22,
2010 as a private limited company in Mumbai, Maharashtra. Godrej Projects Development is engaged in the business
of real estate and construction.
Please see below details of interest held by each of our Promoters in Godrej Projects Development:
No. by our Promoter
1. GIL Nil Nil
3. Adi B. Godrej jointly with Godrej Properties 1 Negligible
Limited
19. Godrej Redevelopers (Mumbai) Private Limited (Godrej Redevelopers Mumbai) was incorporated on February 8,
2013 as private limited company in Mumbai, Maharashtra. Godrej Redevelopers Mumbai is engaged in the business
of real estate and construction.
None of our Promoters hold any equity shares in Godrej Redevelopers Mumbai.
20. Godrej Garden City Properties Private Limited (Godrej Garden City) was incorporated on February 18, 2011 as a
private limited company in Mumbai, Maharashtra. Godrej Garden City is engaged in the business of real estate and
construction.
Please see below details of interest held by each of our Promoters in Godrej Garden City:
198
No. by our Promoter
1. GIL Nil Nil
3. Adi B. Godrej jointly with Godrej Properties 1 Negligible
Limited
21. Godrej Landmark Redevelopers Private Limited (Godrej Landmark Redevelopers) was incorporated on March
14, 2012 as a private limited company in Mumbai, Maharashtra. Godrej Landmark Redevelopers is engaged in the
business of real estate and construction.
None of our Promoters hold any equity shares in Godrej Landmark Redevelopers.
22. Godrej Green Homes Limited (Godrej Green Homes) was incorporated on December 24, 2013 as a public limited
company in Mumbai, Maharashtra. Godrej Green Homes is engaged in the business of real estate and construction.
None of our Promoters hold any equity shares in Godrej Green Homes.
23. Godrej Home Developers Private Limited (Godrej Home Developers) was incorporated on March 30, 2015 as a
private limited company in Mumbai, Maharashtra. Godrej Home Developers is engaged in the business of real estate
and construction.
None of our Promoters hold any equity shares in Godrej Home Developers.
24. Godrej Hillside Properties Private Limited (Godrej Hillside Properties) was incorporated on March 31, 2015 as a
private limited company in Mumbai, Maharashtra. Godrej Hillside Properties is engaged in the business of real estate
and construction.
None of our Promoters hold any equity shares in Godrej Hillside Properties.
25. Godrej Prakriti Facilities Private Limited (Godrej Prakriti Facilities) was incorporated on June 9, 2015 as a private
limited company in Mumbai, Maharashtra. Godrej Prakriti Facilities is engaged in the business of facilities
management services.
None of our Promoters hold any equity shares in Godrej Prakriti Facilities.
26. Godrej Investment Advisors Private Limited (Godrej Investment Advisors) was incorporated on June 17, 2015 as
a private limited company in Mumbai, Maharashtra. Godrej Investment Advisors is engaged in the business of
investment advisory services.
None of our Promoters hold any equity shares in Godrej Investment Advisors.
27. Godrej Highrises Properties Private Limited (Godrej Highrises Properties) was incorporated on June 26, 2015 as
a private limited company in Mumbai, Maharashtra. Godrej Highrises Properties is engaged in the business of real
None of our Promoters hold any equity shares in Godrej Highrises Properties.
28. Godrej Genesis Facilities Management Private Limited (Godrej Genesis Facilities Management) was incorporated
on February 19, 2016 as a private limited company in Mumbai, Maharashtra. Godrej Genesis Facilities Management
is engaged in the business of facilities management services.
199
None of our Promoters hold any equity shares in Godrej Genesis Facilities Management.
29. Godrej Residency Private Limited (Godrej Residency) was incorporated on March 16, 2017 as a private limited
company in Mumbai, Maharashtra. Godrej Residency is engaged in the business of real estate and construction.
None of our Promoters hold any equity shares in Godrej Residency.
30. Godrej Skyline Developers Private Limited (Godrej Skyline Developers) was incorporated on November 22, 2016
as a private limited company in Mumbai, Maharashtra. Godrej Skyline Developers is engaged in the business of real
None of our Promoters hold any equity shares in Godrej Skyline Developers.
31. Godrej Vikhroli Properties India Limited (Godrej Vikhroli Properties) was incorporated on January 25, 2017 as a
public limited company in Mumbai, Maharashtra. Godrej Vikhroli Properties is engaged in the business of real estate
and construction.
None of our Promoters hold any equity shares in Godrej Vikhroli Properties.
32. Prakritiplaza Facilities Management Private Limited (Prakritiplaza Facilities) was incorporated on July 28, 2016
as a private limited company in Mumbai, Maharashtra. Prakritiplaza Facilities is engaged in the business of facility
management services.
None of our Promoters hold any equity shares in Prakritiplaza Facilities.
33. Godrej Infotech (Singapore) Pte. Limited (Godrej Infotech Singapore) was incorporated on May 27, 2014 in
Singapore. Godrej Infotech Singapore is engaged in the business of business of providing consultancy services for
ERP implementation and support.
None of our Promoters hold any equity shares in Godrej Infotech Singapore.
34. JT Dragon Pte. Limited (JT Dragon) was incorporated on June 29, 1990 as a private limited company in The
Republic of Singapore. JT Dragon is engaged in the business of an investment holding company.
None of our Promoters hold any equity shares in JT Dragon.
35. Godrej (Vietnam) Company Limited (Godrej Vietnam) was incorporated on April 28, 1997 as a 100% foreign
owned private company in The Socialist Republic of Vietnam. Godrej Vietnam is engaged in the business of
manufacture of steel equipment and appliances for office, household and kitchen, steel shelves, other steel equipment
for hospitals.
None of our Promoters hold any equity shares in Godrej Vietnam.
36. Godrej One Premises Management Private Limited (Godrej One Premises Management) was incorporated on
July 22, 2015 as a private limited company in Mumbai. Godrej One Premises Management is engaged in the business
of rendering facility management services.
Please see below details of interest held by each of our Promoters in Godrej One Premises Management:
200
No. by our Promoter
1. GIL 1,400 14
2. Nadir B. Godrej* Nil Nil
* holds 1 share as a second holder with GIL
37. Godrej South Africa (Pty) Limited (Godrej South Africa) was incorporated on March 31, 2006 in South Africa.
Godrej South Africa is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Godrej South Africa.
38. Godrej Netherlands BV (Godrej Netherlands) was incorporated on October 19, 2005 in Netherlands. Godrej
Netherlands is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej Netherlands.
39. Godrej UK Limited (Godrej UK) was incorporated on October 24, 2005 in England. Godrej UK is engaged in the
business of household and personal care.
None of our Promoters hold any equity shares in Godrej UK.
40. Godrej Consumer Products Holding (Mauritius) Limited (Godrej Consumer Products Holding (Mauritius)) was
incorporated on February 23, 2010 in Mauritius. Godrej Consumer Products Holding (Mauritius) is engaged in the
business of investment holding.
None of our Promoters hold any equity shares in Godrej Consumer Products Holding (Mauritius).
41. Godrej Global Mid East FZE (Godrej Global Mid East) was incorporated on February 17, 1999 in Sharjah. Godrej
Global Mid East is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Godrej Global Mid East.
42. Godrej Consumer Products Mauritius Limited (Godrej Consumer Products Mauritius) was incorporated on
February 15, 2008 in Mauritius. Godrej Consumer Products Mauritius is engaged in the business of investment
holding.
None of our Promoters hold any equity shares in Godrej Consumer Products Mauritius.
43. Godrej Household Products Lanka (Private) Limited (Godrej Household Products Lanka) was incorporated on
August 5, 2010 in Colombo. Godrej Household Products Lanka is engaged in the business of household and personal
care.
None of our Promoters hold any equity shares in Godrej Household Products Lanka.
44. Godrej Household Products (Bangladesh) Private Limited (Godrej Household Products Bangladesh) was
incorporated on May 9, 2001 in Bangladesh. Godrej Household Products Bangladesh is engaged in the business of
None of our Promoters hold any equity shares in Godrej Household Products Bangladesh.
201
45. Godrej Consumer Products Bangladesh Limited (Godrej Consumer Products Bangladesh) was incorporated on
April 13, 2010 in Bangladesh. Godrej Consumer Products Bangladesh is engaged in the business of household and
personal care.
None of our Promoters hold any equity shares in Godrej Consumer Products Bangladesh.
46. Godrej Mauritius Africa Holdings Limited (Godrej Mauritius Africa Holdings) was incorporated on March 14,
2011 in Mauritius. Godrej Mauritius Africa Holdings is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej Mauritius Africa Holdings.
47. Godrej West Africa Holdings Limited (Godrej West Africa Holdings) was incorporated on February 11, 2014 in
Mauritius. Godrej West Africa Holdings is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej West Africa Holdings.
48. Godrej Consumer Products (UK) Limited (Godrej Consumer Products (UK)) was incorporated on August 14,
1990 in England. Godrej Consumer Products (UK) is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Godrej Consumer Products (UK).
49. Godrej Consumer Investments (Chile) Spa (Godrej Consumer Investments (Chile)) was incorporated on March
28, 2012 in Chile. Godrej Consumer Investments (Chile) is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej Consumer Investments (Chile).
50. Godrej Mid East Holdings Limited (Godrej Mid East Holdings) was incorporated on July 28, 2015 in Dubai.
Godrej Mid East Holdings is engaged in the business of trademark holding.
None of our Promoters hold any equity shares in Godrej Mid East Holdings.
51. Godrej Holdings (Chile) Limitada (Godrej Holdings (Chile)) was incorporated on March 29, 2012 in Chile. Godrej
Holdings (Chile) is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej Holdings (Chile).
52. Cosmetica Nacional (Cosmetica Nacional) was incorporated on June 6, 2002 in Chile. Cosmetica Nacional is
None of our Promoters hold any equity shares in Cosmetica Nacional.
53. Plasticos Nacionales (Plasticos Nacionales) was incorporated on October 3, 2001 in Chile. Plasticos Nacionales is
engaged in the business of household and personal care. Plasticos Nacional has been merged with Cosmetica Nacional
w.e.f. April 1, 2017.
None of our Promoters hold any equity shares in Plasticos Nacionales.
54. Kinky Group (Pty) Limited (Kinky Group) was incorporated on January 9, 2008 in South Africa. Kinky Group is
202
None of our Promoters hold any equity shares in Kinky Group.
55. Godrej Nigeria Limited (Godrej Nigeria) was incorporated on March 26, 2010 in Nigeria. Godrej Nigeria is
None of our Promoters hold any equity shares in Godrej Nigeria.
56. Indovest Capital Limited (Indovest Capital) was incorporated on April 27, 2004 in Labuan, Malaysia. Indovest
Capital is engaged in the business of trademark holding.
None of our Promoters hold any equity shares in Indovest Capital.
57. Godrej Consumer Products Dutch Cooperatief UA (Godrej Consumer Products Dutch) was incorporated on
March 24, 2010 in Netherlands. Godrej Consumer Products Dutch is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej Consumer Products Dutch.
58. Godrej Consumer Products (Netherlands) BV (Godrej Consumer Products Netherlands) was incorporated on
March 31, 2010 in Netherlands. Godrej Consumer Products Netherlands is engaged in the business of investment
holding.
None of our Promoters hold any equity shares in Godrej Consumer Products Netherlands.
59. Godrej Consumer Holdings (Netherlands) B.V. (Godrej Consumer Holdings Netherlands) was incorporated on
March 31, 2010 in Netherlands. Godrej Consumer Holdings Netherlands is engaged in the business of investment
Holding.
None of our Promoters hold any equity shares in Godrej Consumer Holdings Netherlands.
60. PT Ekamas Sarijaya (Ekamas Sarijaya) was incorporated on January 19, 1996 in Indonesia. Ekamas Sarijaya is
None of our Promoters hold any equity shares in Ekamas Sarijaya.
61. PT Indomas Susemi Jaya (Indomas Susemi Jaya) was incorporated on June 10, 1987 in Indonesia. Indomas Susemi
Jaya is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Indomas Susemi Jaya.
62. PT Sarico Indah (Sarico Indah) was incorporated on April 15, 2002 in Indonesia. Sarico Indah is engaged in the
None of our Promoters hold any equity shares in Sarico Indah.
63. Panamar Produccioness S.A. (Panamar Produccioness) was incorporated on September 3, 1996 in Argentina.
Panamar Produccioness is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Panamar Produccioness.
203
64. Argencos S.A. (Argencos) was incorporated on August 7, 1985 in Argentina. Argencos is engaged in the business
of household and personal care.
None of our Promoters hold any equity shares in Argencos.
65. Laboratoria Cuenca S.A. (Laboratoria Cuenca) was incorporated on August 21, 1981 in Argentina. Laboratoria
Cuenca is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Laboratoria Cuenca.
66. Deciral Limited (Deciral) was incorporated on December 14, 2000 in Uruguay. Deciral is engaged in the business
of household and personal care.
None of our Promoters hold any equity shares in Deciral.
67. Issue Group Brasil Ltda. (Issue Group Brasil) was incorporated on April 4, 2002 in Brazil. Issue Group Brasil is
None of our Promoters hold any equity shares in Issue Group Brasil.
68. Consell S.A. (Consell) was incorporated on October 16, 1973 in Argentina. Consell is engaged in the business of
None of our Promoters hold any equity shares in Consell.
69. Subinite Pty Ltd. (Subinite) was incorporated on September 14, 2010 in South Africa. Subinite is engaged in the
None of our Promoters hold any equity shares in Subinite.
70. Lorna Nigeria Ltd. (Lorna Nigeria) was incorporated on March 23, 2011 in Nigeria. Lorna Nigeria is engaged in
the business of household and personal care.
None of our Promoters hold any equity shares in Lorna Nigeria.
71. Weave IP Holdings Mauritius Pvt. Ltd. (Weave IP Holdings) was incorporated on July 11, 2011 in Mauritius.
Weave IP Holdings is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Weave IP Holdings.
72. Weave Trading Mauritius Pvt. Ltd. (Weave Trading) was incorporated on July 5, 2011 in Mauritius. Weave Trading
is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Weave Trading.
73. Hair Trading (Offshore) S.A.L (Hair Trading) was incorporated on December 23, 2015 in Lebanon. Hair Trading
is engaged in the business as a trading company.
204
None of our Promoters hold any equity shares in Hair Trading.
74. Weave Mozambique Limitada (Weave Mozambique) was incorporated on April 8, 2011 in Mozambique. Weave
Mozambique is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Weave Mozambique.
75. Godrej East Africa Holdings Limited (Godrej East Africa Holdings) was incorporated on July 20, 2012 in
Mauritius. Godrej East Africa Holdings is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej East Africa Holdings.
76. Style Industries Limited (Style Industries) was incorporated on December 8, 2012 in Kenya. Style Industries is
None of our Promoters hold any equity shares in Style Industries.
77. DGH Phase Two Mauritius (DGH Phase Two) was incorporated on May 9, 2012 in Mauritius. DGH Phase Two is
engaged in the business of investment holding.
None of our Promoters hold any equity shares in DGH Phase Two.
78. Godrej Tanzania Holdings Limited (Godrej Tanzania Holdings) was incorporated on November 30, 2012 in
Mauritius. Godrej Tanzania Holdings is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej Tanzania Holdings.
79. DGH Tanzania Limited (DGH Tanzania) was incorporated on December 6, 2012 in Mauritius. DGH Tanzania is
engaged in the business of investment holding.
None of our Promoters hold any equity shares in DGH Tanzania.
80. Sigma Hair Ind Limited (Sigma Hair) was incorporated on December 19, 2012 in Tanzania. Sigma Hair is engaged
in the business of household and personal care.
None of our Promoters hold any equity shares in Sigma Hair.
81. Weave Ghana Limited (Weave Ghana) was incorporated on September 16, 2014 in Ghana. Weave Ghana is
None of our Promoters hold any equity shares in Weave Ghana.
82. Godrej Consumer Products US Holding Limited (Godrej Consumer Products US Holding) was incorporated on
March 29, 2016 in Mauritius. Godrej Consumer Products US Holding is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej Consumer Products US Holding.
205
83. Darling Trading Company Mauritius Limited (Darling Trading Company Mauritius) was incorporated on January
22, 2015 in Mauritius. Darling Trading Company Mauritius is engaged in the business as a trading company.
None of our Promoters hold any equity shares in Darling Trading Company Mauritius.
84. Godrej Africa Holdings Limited (Godrej Africa Holdings) was incorporated on January 19, 2015 in Mauritius.
Godrej Africa Holdings is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej Africa Holdings.
85. Godrej Indonesia IP Holdings Limited (Godrej Indonesia IP Holdings) was incorporated on March 17, 2015 in
Mauritius. Godrej Indonesia IP Holdings is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej Indonesia IP Holdings.
86. Frika Weave (Pty) Limited (Frika Weave) was incorporated on October 17, 2014 in South Africa. Frika Weave is
None of our Promoters hold any equity shares in Frika Weave.
87. Beleza Mozambique LDA (Beleza Mozambique) was incorporated on April 30, 2015 in Mozambique. Beleza
Mozambique is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Beleza Mozambique.
88. Charm Industries Limited (Charm Industries) was incorporated on September 9, 2014 in Kenya. Charm Industries
is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Charm Industries.
89. Canon Chemicals Limited (Canon Chemicals) was incorporated on November 13, 2009 in Kenya. Canon
Chemicals is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Canon Chemicals.
90. Godrej Hair Weave Nigeria Limited (Godrej Hair Weave Nigeria) was incorporated on March 2, 2016 in Nigeria.
Godrej Hair Weave Nigeria is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Godrej Hair Weave Nigeria.
91. Godrej International Trading Company (Sharjah) (Godrej International Trading Company) was incorporated on
September 1, 2016 in Sharjah. Godrej International Trading Company is engaged in the business as a trading company.
None of our Promoters hold any equity shares in Godrej International Trading Company.
92. Godrej Hair Care Nigeria Limited (Godrej Hair Care Nigeria) was incorporated on January 12, 2016 in Nigeria.
Godrej Hair Care Nigeria is engaged in the business of household and personal care.
206
None of our Promoters hold any equity shares in Godrej Hair Care Nigeria.
93. Godrej Household Insecticide Nigeria Limited (Godrej Household Insecticide Nigeria) was incorporated on
January 12, 2016 in Nigeria. Godrej Household Insecticide Nigeria is engaged in the business of household and
personal care.
None of our Promoters hold any equity shares in Godrej Household Insecticide Nigeria.
94. Hair Credentials Zambia Limited (Hair Credentials Zambia) was incorporated on December 23, 2015 in Zambia.
Hair Credentials Zambia is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Hair Credentials Zambia.
95. Godrej SON Holdings Inc. (Godrej SON Holdings) was incorporated on March 22, 2016 in USA. Godrej SON
Holdings is engaged in the business of investment holding.
None of our Promoters hold any equity shares in Godrej SON Holdings.
96. Old Pro International Inc. (Old Pro International) was incorporated on June 19, 1998 in U.S. Old Pro International
is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Old Pro International.
97. Strength of Nature LLC (Strength of Nature) was incorporated on February 25, 2000 in U.S. Strength of Nature is
None of our Promoters hold any equity shares in Strength of Nature.
98. Strength of Nature South Africa Proprietary Limited (Strength of Nature South Africa) was incorporated on
November 19, 2009 in South Africa. Strength of Nature South Africa is engaged in the business of household and
personal care.
None of our Promoters hold any equity shares in Strength of Nature South Africa.
99. Style Industries Uganda Limited (Style Industries Uganda) was incorporated on June 15, 2016 in Uganda. Style
Industries Uganda is engaged in the business of household and personal care.
None of our Promoters hold any equity shares in Style Industries Uganda.
100. Weave Senegal Limited (Weave Senegal) was incorporated on April 8, 2016 in Senegal. Weave Senegal is engaged
in the business of household and personal care.
None of our Promoters hold any equity shares in Weave Senegal.
101. DGH Uganda (DGH Uganda) was incorporated on January 31, 2017 in Mauritius. DGH Uganda is engaged in the
business of investment holding.
None of our Promoters hold any equity shares in DGH Uganda.
207
102. Godrej Consumer Products International FZCO (Godrej Consumer Products FZCO) was incorporated on
February 28, 2017 in Dubai. Godrej Consumer Products FZCO is engaged in the business as trading company.
None of our Promoters hold any equity shares in Godrej Consumer Products FZCO.
103. Al Rahba International Trading LLC (Al Rahba International) was incorporated on December 25, 2004 as a limited
liability company in Abu Dhabi (UAE). Al Rahba International is engaged in the business of poultry business.
None of our Promoters hold any equity shares in Al Rahba International.
104. Vora Soaps Limited (Vora Soaps) was incorporated on October 18, 1979 as a private limited company in Mumbai.
Subsequently, the name of the company was changed to Vora Soaps Limited as a result of change in the status of the
company from a private company to a public limited company on September 23, 1988. Vora Soaps is engaged in the
business of manufacturing.
Please see below details of interest held by each of our Promoters in Vora Soaps:
No. by our Promoter
1. GIL Nil Nil
2. Nadir B. Godrej 30,269 15.13%
3. Adi B. Godrej 12,116 6.06%
105. Godrej International Limited, Labuan Malaysia (Godrej International LM) was incorporated on February 12, 2015
as a private limited company in the Federal Territory of Labuan.Godrej International LM is engaged in the business
of undertaking international trade in vegetable oils and their co-products. Godrej International LM has not undertaken
any trading activity to date.
Please see below details of interest held by each of our Promoters in Godrej International LM:
No. by our Promoter
1. GIL 1 100
Nature and Extent of Interest of Group Companies
In the promotion of our Company
None of our Group Companies have any interest in the promotion of our Company.
In the properties acquired or proposed to be acquired by our Company in the past two years before filing the Draft
Red Herring Prospectus
Except as disclosed under Related Party Transactions on page 211, none of our Group Companies is interested in
the properties acquired by our Company in the two years preceding the filing of the Draft Red Herring Prospectus,
or proposed to be acquired.
In transactions for acquisition of land, construction of building and supply of machinery
Except as disclosed under Related Party Transactions on page 211, none of our Group Companies is interested in
any transactions for the acquisition of land, construction of building or supply of machinery involving our Company.
Our Company has entered into a development management agreement with Godrej Properties Limited with respect to
development of a certain parcel of land owned by our Company situated near Bangalore.
208
Common Pursuits between our Group Companies and our Company
There are no common pursuits among any of our Group Companies and our Company.
Related Business Transactions within our Group Companies and significance on the financial performance of our
Company
For further details in relation to related business transactions, see Related Party Transactions beginning on page 211.
Significant Sale / Purchase with our Group Companies
Our Company is not involved in any sales or purchases with any of our Group Companies where such sales or purchases exceed
in value in the aggregate of 10% of the total sales or purchases of our Company.
Business Interest of Group Companies
Except as disclosed in Related Party Transactions on page 211, our Group Companies do not have any business interest in
our Company.
Defunct Group Companies
None of our Group Companies remain defunct and no application has been made to the relevant registrar of companies for
striking off the name of any of our Group Companies, during the five years preceding the date of the Draft Red Herring
Prospectus.
Loss making Group Companies
(in million)
Name of Group Company Profit / (loss)
Financial Year 2017 Financial Year 2016 Financial Year 2015
Argencos S.A. (0.01) 2.10 4.07
DGH Tanzania Limited (0.11) (0.10) (0.11)
Frika Weave (Pty) Limited (1.08) (1.77) 0.05
Godrej Consumer Products Mauritius Limited (0.31) 1.68 (0.41)
Godrej Consumer Investments (Chile) Spa (0.00) 0.05 (0.05)
Godrej Consumer Products Bangladesh Limited (0.05) (0.00) -
Godrej Consumer Products US Holding Limited (0.06) N.A. N.A.
Godrej East Africa Holdings Limited (27.32) 0.00 (12.46)
Godrej Household Products (Bangladesh) Private (23.62) (16.48) (6.30)
Limited
Godrej Household Products (Lanka) Private Limited (4.59) (0.57) (1.16)
Godrej International Trading Company (Sharjah) (0.19) N.A. N.A.
Godrej Nigeria Limited (1.06) 3.99 (2.56)
Godrej SON Holdings Inc. (12.28) N.A. N.A.
Godrej Tanzania Holdings Limited (0.40) (0.11) (0.09)
Godrej West Africa Holdings Limited (0.11) 4.05 30.85
Hair Credentials Zambia Limited (3.50) - N.A.
Indovest Capital Limited (0.19) 1227.03 43.16
Kinky Group (Proprietary) Limited (4.51) (4.62) (30.06)
Lorna Nigeria Ltd. (15.30) 35.42 15.05
Panamar Produccioness S.A. (0.05) (0.22) (0.03)
Plasticos Nacionales SpA (0.17) (0.44) 0.06
PT Sarico Indah (0.05) 1.63 0.29
Style Industries Limited (15.52) (5.28) (1.81)
Subinite (Pty) Ltd. (8.20) 1.28 3.75
Weave Ghana Limited (3.28) 1.32 0.39
Weave IP Holdings Mauritius Pvt. Ltd. (2.00) (0.42) 19.63
Weave Senegal Limited (2.35) N.A. N.A.
Godrej Americas Inc (in USD) (0.08) (0.04) (0.01)
Al Rahba International Trading LLC (in AED) (4.85) (1.51) (5.23)
Godrej Realty Private Limited(1) (2) (9.82) (1.93) (0.76)
Godrej Real Estate Private Limited(1) (2) (13.52) (0.24) (0.62)
Godrej Projects Development Private Limited(1) (2) (266.02) 776.95 (56.38)
Citystar Infra Projects Limited (1) (2) (0.10) - -
209
Godrej Skyline Developers Private Limited(1) (2) (0.05) N.A. N.A.
Natures Basket Limited(1) (2) (953.69) (622.33) (428.11)
(1)
Financial information for Financial Year 2017 is as per Ind AS
(2
Financial information for Financial Years 2016 and 2015 are as per Indian GAAP
(in million)
India Circus Retail Private Limited (in ) (52.30) (48.21) (32.57)
Godrej Infotech Americas Inc (in USD) (0.005) (0.01) (0.005)
Other Confirmations
None of our Group Companies fall under the definition of sick companies under erstwhile SICA and none of them is under
winding up.
None of our Group Companies have been identified as Wilful Defaulters.
210
RELATED PARTY TRANSACTIONS
For details of the related party transactions during the last five financial years, as per the requirement under Ind AS 24 Related
Party Disclosures, see Financial Statements- Related Party disclosures beginning on pages 325 and 442.
211
DIVIDEND POLICY
The declaration and payment of dividends will be recommended by the Board and approved by the Shareholders, at their
discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act. The
dividend, if any, will depend on a number of factors, including but not limited to capital requirements, applicable legal
restrictions, and overall financial position of our Company.
The amounts paid as dividends in the past are not necessarily indicative of our Companys dividend policy or dividend amounts,
if any, in the future. For details of risks in relation to our capability to pay dividend, see Risk Factors Our ability to pay
dividends in the future will depend on our earnings, financial condition, working capital requirements, capital expenditures
and restrictive covenants of our financing arrangements on page 32.
The details of dividend paid by our Company in the last five Financial Years are given below:
2017** 2016 2015 2014 2013

No. of Equity Shares 185,130,876 92,565,438 92,565,438 13,223,634 12,118,752
Dividend per Equity Share (in )* 4.50 4.43 25.86 27.50 -
Rate of dividend 45% 44.3% 258.6% 275% -
Total dividend (in million) 833.09** 410.06 705.61 251.25 -
Dividend Tax (in million) 169.60 83.48 119.92 42.70 -
* Dividend was paid by way of interim dividends during the Financial Years 2015 and 2016.
** The dividend for the Financial Year 2017 was recommended by our Board in its meeting dated May 12, 2017 and has been approved by
our Shareholders at AGM dated August 4, 2017. This figure excludes final dividend paid on Preference Shares. Pursuant to AGM dated
August 4, 2017, our Shareholders had approved payment of preference dividend @8% per Preference Share on 6,000 Preference Shares,
aggregating to 4,800.
Our past practices with respect to the declaration of dividend are not necessarily indicative of our future dividend declaration.
212
SECTION V: FINANCIAL INFORMATION
FINANCIAL STATEMENTS
Financial Statements Page no.

Statutory Auditors report on consolidated Restated Financial Statements 214
Statutory Auditors report on standalone Restated Financial Statements 352
213
Godrej One, 3rd Floor,
Pirojshanagar Eastern Express Highway,
Vikhroli (East),
Mumbai 400 079
Dear Sirs,
1. We have examined the attached Restated Consolidated Financial Information of Godrej Agrovet
Limited (the Company) and its subsidiaries, (collectively referred to as the Group) and of its joint
ventures and associates, which comprise of the Restated Consolidated Statement of Assets and
Liabilities as at June 30, 2017, March 31, 2017, 2016, 2015, 2014 and 2013, the Restated
Consolidated Statement of Profit and loss (including Other Comprehensive Income), the Restated
Consolidated Statement of Cash Flows and the Restated Consolidated Statement of Changes in Equity
for the quarter ended June 30, 2017 and for each of the years ended March 31, 2017, 2016, 2015,
2014 and 2013 and the summary of significant accounting policies, read together with the annexures
and notes thereto and other restated financial information explained in paragraph 9 below
(collectively, the Restated Consolidated Financial Information), for the purpose of inclusion in the
offer document prepared by the Company in connection with its proposed initial public offer of
Equity shares by way of fresh issue and an offer for sale by the existing shareholders. The Restated
Consolidated Financial Information has been approved by the Board of Directors of the Company and
is prepared in terms of the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the Act) read with Rules 4 to 6
of Companies (Prospectus and Allotment of Securities) Rules, 2014 (the Rules);
(b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009, as amended from time to time in pursuance of provision of Securities and
Exchange Board of India Act, 1992 (ICDR Regulations); and
(c) the Guidance Note on Reports in Company Prospectuses (Revised 2016) issued by the Institute of
Chartered Accountants of India (ICAI) (the Guidance Note).
2. The preparation of the Restated Consolidated Financial Information is the responsibility of the
management of the Company for the purpose set out in paragraph 14 below. The Managements
responsibility includes designing, implementing and maintaining adequate internal control relevant to
the preparation and presentation of the Restated Consolidated Financial Information. The
Management is also responsible for identifying and ensuring that the Company complies with the Act,
Rules, ICDR regulations and the Guidance note.
3. We have examined such Restated Consolidated Financial Information taking into consideration:
(a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated 22 August 2017 in connection with the proposed issue of equity shares of
the Company; and
(b) The Guidance note on Reports in Companys Prospectuses (Revised 2016) issued by ICAI.
4. These Restated Consolidated Financial Information have been compiled by the management as
follows:
(a) As at and for the quarter ended June 30, 2017: From the audited consolidated financial statements
of the Group and its associates and joint ventures as at and for the quarter from April 1, 2017 to
214
June 30, 2017 (which were expressed in Indian Rupees in lakh), prepared in accordance with
Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act 2013
read with Companies (Indian Accounting Standards) Rules 2015 and Companies (Indian
Accounting Standards) (Ammendment) Rules 2016 and other relevant provisions of the Act,
which have been approved by the Board of Directors at their Board meeting held on September
11, 2017;
(b) As at and for the years ended March 31, 2017 and 2016: From the audited consolidated financial
statements of the Group and its associates and joint ventures as at and for the year ended March
31, 2017 and as at and for the year ended March 31, 2016 being the comparative period for the
year ended March 31, 2017 (which were expressed in Indian Rupees in lakh), prepared in
accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the
Companies Act 2013 read with Companies (Indian Accounting Standards) Rules 2015 and
Companies (Indian Accounting Standards) (Ammendment) Rules 2016 and other relevant
provisions of the Act, which have been approved by the Board of Directors at their Board meeting
held on May 12, 2017; and
(c) As at and for the years ended March 31, 2015, 2014 and 2013: From the audited consolidated
financial statements of the Group and its associates and joint ventures as at and for the year ended
March 31, 2015 (which were expressed in Indian Rupees in lakh), prepared in accordance with
Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with Rule 7
of the Companies (Accounts) Rules 2014, and the other relevant provisions of the Act which has
been approved by the Board of Directors at their Board meeting held on May 19, 2015. From the
audited consolidated financials statements of the Group and its associates and joint ventures as at
and for the years ended March 31, 2014 and 2013 (which were expressed in Indian Rupees in
lakh), prepared in accordance with Accounting standards prescribed under Section 211 (3C) of the
Companies Act, 1956 read with the Companies Accounting Standard Rules (2006) and which
have been approved by the Board of Directors at their Board meetings held on May 14, 2014 and
May 15, 2013 respectively. These audited consolidated financial statements of the Group and its
associates and joint ventures as at and for each of the years ended March 31, 2015, 2014 and 2013
have been converted into Ind AS to align accounting policies, exemptions and disclosures as
adopted for the preparations of the first Ind AS financial statements for the year ended March 31,
2017. These Restated Consolidated Financial Information as at and for each of the years ended
March 31, 2015, 2014 and 2013 is referred to as the Proforma Ind AS Restated Consolidated
Financial Information.
5. The Audit of the consolidated financial statements for the years ended March 31, 2017, 2016, 2015,
2014 and 2013 was conducted by the previous auditors Kalyaniwalla & Mistry LLP, Chartered
Accountants, and accordingly reliance has been placed on the Restated Consolidated financial
information examined by them for the years ended March 31, 2017, 2016, 2015, 2014 and 2013. The
financial report included for these years ended March 31, 2017, 2016, 2015, 2014 and 2013 are based
solely on the report dated September 11, 2017 submitted by Kalyaniwalla & Mistry LLP, Chartered
Accountants. Kalyaniwalla & Mistry LLP, Chartered Accountants, have also confirmed that the
restated consolidated financial information:
(a) have been made after incorporating adjustments for change in accounting policies retrospectively
in respective financial years to reflect the same accounting treatment as per changed accounting
policy for all the reporting years;
(b) have been made after incorporating adjustments for the material amounts in the respective
financial years to which they relate; and
(c) do not contain any exceptional items that need to be disclosed separately other than those
presented in the Restated Consolidated Financial Information in the respective financial years and
do not contain any qualification requiring adjustments.
215
6. We did not audit the financial statements of one subsidiary for the quarter ended June 30, 2017 whose
financial statements reflect total assets of Rs 8.98 million as at June 30, 2017, total revenues of Rs
0.27 million and net cash outflows amounting to Rs 0.00 million for the quarter ended June 30, 2017
and of one Joint venture whose financial statements reflect the Groups share of net profit of Rs 30.58
million for the quarter ended June 30, 2017 which are included in the Restated Consolidated Financial
Information. These financial statements have been audited by other auditors, as set out in the table
below and whose reports have been furnished to us and our opinion in so far as it relates to the
amounts included in these Restated Consolidated Financial Information are based solely on the report
of the other auditors.
Name of Subsidiary Name of the auditor

Behram Chemicals Private Limited Shah & Kathariya, Chartered Accountants
Name of Joint Venture

ACI Godrej Agrovet Private Limited A. Wahab & Co., Chartered Accountants
7. We did not audit the financial statements of four subsidiaries for the quarter ended June 30, 2017
whose financial statements reflect total assets of Rs 234.70 million as at June 30, 2017, total revenues
of Rs 4.02 million and net cash outflows amounting to Rs 0.13 million for the quarter ended June 30,
2017 and two associates and one joint ventures whose financial statements reflect the Groups share
of net loss of Rs 13.61 million for the quarter ended June 30, 2017 which are included in the Restated
Consolidated Financial Information. These financial statements of subsidiaries and associates as
mentioned below, are unaudited and have been furnished to us by the Management and our opinion in
so far as it relates to the amounts included in these Restated Consolidated Financial Information are
based solely on such unaudited financial statements. In our opinion and according to the information
and explanations given to us by Management, these financial statements are not material to the Group.
Name of Subsidiaries
Godvet Agrochem Limited
Astec Europe Sprl
Comercializadora Agricola Agroastrachem Cia Ltda
Nagavalli Milkline Private Limited
Name of Associates
Crop Science Advisors LLP
Al Rahba International Trading LLC
Name of Joint venture

Omnivore India Capital Trust
8. Based on our examination and in accordance with the requirements of Section 26 of Part I of Chapter
III of the Act, read with Rules 4 to 6 of Companies (Prospectus and Allotment of Securities) Rules,
2014, the ICDR Regulations, the Guidance Note and terms of our engagement agreed with you, we
report that:
(a) The Restated Consolidated Statement of Assets and Liabilities of the the Group and its associates
and joint ventures as at March 31, 2017, 2016, 2015, 2014 and 2013 examined and reported upon
by the previous auditors, Kalyaniwalla & Mistry LLP, Chartered Accountants, on which reliance
has been placed by us, and as at June 30, 2017 examined by us, as set out in Annexure I to this
report, have been arrived at after making adjustments and regroupings/reclassifications as in our
opinion, were appropriate and more fully described in the Statement of Adjustments to the
216
Audited Financial Statements appearing in Annexure VII of the Restated Consolidated Financial
Information.
(b) The Restated Consolidated Statement of Profit and loss of the the Group and its associates and
joint ventures for the years ended March 31, 2017, 2016, 2015, 2014 and 2013 examined and
reported upon by the previous auditors, Kalyaniwalla & Mistry LLP, Chartered Accountants, on
which reliance has been placed by us, and for the quarter ended June 30, 2017 examined by us, as
set out in Annexure II to this report, have been arrived at after making adjustments and
regroupings/reclassifications as in our opinion, were appropriate and more fully described in the
Statement of Adjustments to the Audited Financial Statements appearing in Annexure VII of the
Restated Consolidated Financial Information.
(c) The Restated Consolidated Statement of Changes in Equity of the the Group and its associates
and joint ventures for the years ended March 31, 2017, 2016, 2015, 2014 and 2013 examined and
reported upon by the previous auditors, Kalyaniwalla & Mistry LLP, Chartered Accountants, on
which reliance has been placed by us, and for the quarter ended June 30, 2017 examined by us, as
set out in Annexure III to this report, have been arrived at after making adjustments and
(d) The Restated Consolidated Statement of Cash flows of the the Group and its associates and joint
ventures for the years ended March 31, 2017, 2016, 2015, 2014 and 2013 examined and reported
upon by the previous auditors, Kalyaniwalla & Mistry LLP, Chartered Accountants, on which
reliance has been placed by us, and for the quarter ended June 30, 2017 examined by us, as set out
in Annexure IV to this report, have been arrived at after making adjustments and
(e) Based on the above and according to the information and explanations given to us and also as per
the reliance placed on the reports submitted by the previous auditors Kalyaniwalla & Mistry LLP,
Chartered Accountants, for the respective years, we further report that the Restated Consolidated
Financial information:
i. have been made after incorporating adjustments for change in accounting policies
retrospectively in respective financial years/ period to reflect the same accounting treatment
as per changed accounting policy for all the reporting years/ period;
ii. have been made after incorporating adjustments for the material amounts in the respective
financial years/ period to which they relate; and
iii. do not contain any exceptional items that need to be disclosed separately, other than those
presented in the Restated Consolidated Financial Information in the respective financial years/
period and do not contain any qualification requiring adjustments.
9. We have also examined the following Restated Consolidated Financial Information of the the Group
and its associates and joint ventures as set out in the Annexures prepared by the management and
approved by the Board of Directors, on September 11, 2017 for the quarter ended June 30, 2017 and
for each of the years ended March 31, 2017, 2016, 2015, 2014 and 2013. In respect of the years ended
March 31, 2017, 2016, 2015, 2014 and 2013 these information have been included based upon the
reports submitted by previous auditors Kalyaniwalla & Mistry LLP, Chartered Accountants, and
relied upon by us:
217
(i) Basis of preparation and significant accounting policies as enclosed in Annexure V;
(ii) Notes to the Restated Consolidated Financial Information as enclosed in Annexure
VI;
(iii) Statement of Adjustments to the Audited Financial Statements as enclosed in
Annexure VII;
(iv) Restated Statement of Other Income, as enclosed in Annexure VIII;
(v) Restated Statement of Accounting ratios, as enclosed in Annexure IX;
(vi) Restated Statement of Capitalisation, as enclosed in Annexure X.
(vii) Restated Statement of Dividend, as enclosed in Note 64 of Annexure VI
10. Basis for Qualified Opinion
The Company has paid remuneration to its Managing Director during the year March 31,
2017 which is in excess of limits given under section 197 read with Schedule V of the
Companies Act, 2013 by Rs. 866.11 million. This amount has been debited to the Restated
Consolidated Statement of Profit and Loss and adjusted in reserves. Pending approval from
the Central Government, impact thereof on the Restated Consolidated Financial Information
is not currently ascertainable. Refer Note 57 of the Restated Consolidated Financial
Information.
Qualified Opinion
In our opinion and to the best of our information and according to the explanation given to us, and
also as per the reliance placed on the reports submitted by the previous auditors, Kalyaniwalla &
Mistry LLP, Chartered Accountants, except for the effect of the matter described in Basis for
Qualified Opinion paragraph, the Restated Consolidated Financial Information of the the Group and
its associates and joint ventures as at and for the quarter ended June 30, 2017 and as at and for the
years ended March 31, 2017 and 2016, including the above mentioned Other Restated Consolidated
Financial Information contained in Annexures VI to X, read with basis of preparation and summary of
significant accounting policies disclosed in Annexure V, are prepared after making proforma
adjustments and regroupings as considered appropriate and as disclosed in Annexure VII and the
Proforma Ind AS Restated Consolidated Financial Information of the the Group and its associates and
joint ventures as at and for the years ended March 31, 2015, 2014 and 2013, including the above
mentioned Other Restated Consolidated Financial Information contained in Annexures VI to X, read
with the basis of preparation and summary of significant accounting policies disclosed in Annexure
V, are prepared after making proforma adjustments and regroupings as considered appropriate and as
disclosed in Annexure VII and have been prepared in accordance with Section 26 of Part I of Chapter
2014, the ICDR Regulations and the Guidance Note.
11. Emphasis of Matters
We draw attention to the following matters in the Notes to the Restated Consolidated Financial
Information:
a) Note 48 to the Restated Consolidated Financial Information wherein the Honorable High Court of
the Judicature at Bombay had approved a Scheme of Arrangement whereby the assets and
liabilities of the transferor companies (Godrej Oil Palm Limited, Godrej Gokarna Oil Palm
Limited and Cauvery Palm Oil Limited) have been taken over and recorded at their book values
as on April 01, 2011.
218
i. Amortisation amounting to Rs 10.63 million and Rs 42.51 million on Intangible Assets taken
over as per the Scheme is charged against the balance in the General Reserve Account of the
Company in the quarter ended June 30, 2017 and in each of the years ended March 31, 2017,
2016, 2015, 2014 and 2013 respectively. Had this amount been charged to the Restated
Consolidated Statement of Profit and Loss, the profit for the quarter ended June 30, 2017
would have been lower by Rs 6.95 million and profit for each of the years ended March 31,
2017, 2016, 2015, 2014 and 2013 would have been lower by Rs.27.80 million, Rs.28.58
million, Rs.32.87 million, Rs.34.48 million and Rs.39.65 million respectively, the Surplus in
statement of Profit and Loss would have been lower by Rs 199.04 million as at June 30, 2017,
192.09 million as at March 31, 2017, Rs. 164.29 million as at March 31, 2016, Rs. 135.71
million as at March 31, 2015, Rs. 102.84 million as at March 31, 2014 and Rs. 68.37 million
as at March 31, 2013 and the balance in the General Reserve would have been higher by Rs.
199.04 million as at June 30, 2017, 192.09 million as at March 31, 2017, Rs. 164.29 million
as at March 31, 2016, Rs. 135.71 million as at March 31, 2015, Rs. 102.84 million as at
March 31, 2014 and Rs. 68.37 million as at March 31, 2013.
ii. In accordance with the Scheme of Arrangement, an amount of Rs. 605.53 million on account
of Goodwill on merger has been charged to Securities Premium Account. Had the scheme not
prescribed this treatment, the opening balance in the Surplus in statement of Profit and Loss
would have been lower by Rs. 605.53 million as at June 30, 2017, March 31 2017, 2016,
2015, 2014 and 2013 and the Securities Premium Account would have been higher by Rs.
605.53 million as at June 30, 2017, March 31, 2017, 2016, 2015, 2014 and 2013.
b) Note 49 to the Restated Consolidated Financial Information wherein the Honorable High Court of
liabilities of the transferor company (Godrej Gold Coin Aquafeed Limited) have been taken over
and recorded at their book values as on April 1, 2010. In accordance with the Scheme of
Arrangement, an amount of Rs. 166.91 million on account of book values of Intangible Assets
and an amount of Rs. 250.57 million on account of Goodwill on merger, aggregating to Rs.
417.48 million has been charged to securities premium account instead of amortising the same in
the Statement of Profit & Loss. Had the scheme not prescribed these treatment the balance in
securities premium account would have been higher by Rs. 417.48 million as at June 30, 2017 and
March 31, 2017, 2016, 2015, 2014 and 2013, and the Intangible Assets would have been higher
by Rs Nil as at June 30, 2017, Rs Nil as at March 31, 2017, Rs. 15.74 million as at March 31,
2016, Rs. 40.94 million as at March 31, 2015, Rs. 66.13 million as at March 31, 2014, and Rs.
91.33 million as at March 31, 2013, the balance at the beginning of the year in Surplus in
statement of Profit and Loss would have been lower by Rs 166.91million as at June 30, 2017, Rs.
151.16 million as at March 31, 2017, Rs. 125.97 million as at March 31, 2016, Rs. 100.77 million
as at March 31, 2105, Rs. Rs. 75.58 million as at March 31, 2014 and Rs. 50.38 million as at
March 31, 2013 and the profit would have been lower by Rs. 15.74 million for the year ended
March 31, 2017 and Rs. 25.19 million for the year ended March 31, 2016, 2015, 2014 and 2013.
c) Note 50 to the Restated Consolidated Financial Information wherein the Honorable High Court of
Judicature at Bombay had approved a Scheme of Arrangement whereby the assets and liabilities
of the transferor company (Goldmuhor Agrochem & Feeds Limited) have been taken over and
recorded at their book values as on October 01, 2013.
i. In accordance with the Scheme of Arrangement an amount of Rs. 7.11 million on account of
Goodwill on Merger has been charged to the General Reserve Account.
ii. The cost and expenses arising out of or incurred in carrying out and implementing the scheme
amounting to Rs. 4.07 million have been directly charged against the balance in the General
Reserve Account of the Company.
219
iii. An amount of Rs. 200 million has been transferred from the General Reserve Account and
used to increase the Reserve for Employee Compensation Expenses.
Had the scheme not prescribed this treatment the balance in the General Reserve Account would
have been higher by Rs. 211.18 million as at June 30, 2017, March 31, 2017, 2016, 2015 and
2014 and the profit for the year ended March 31, 2017 would have been lower by Rs 198.59
million.
d) Note 51 to the Restated Consolidated Financial Information wherein the Honorable High Court of
Judicature at Bombay had approved as Scheme of Arrangement whereby the assets and liabilities
of the transferor company (Golden Feed Products Limited) have been taken over and recorded at
their book values as on March 31, 2014.
Goodwill on Merger has been charged against the balance in the Surplus in Statement of
Profit and Loss.
ii. An Amount of Rs. 350.58 million from the Surplus in Statement of Profit and Loss has been
utilised to restate/revise value of certain assets of the Company.
amounting to Rs. 1.35 million have been directly charged against the balance in Surplus in
Statement of Profit and Loss of the Company.
Had the scheme not prescribed this treatment, surplus in the Statement of Profit and Loss
would have been higher by Rs. 360.29 million as at June 30, 2017, March 31, 2017, 2016,
2015 and 2014.
e) Note 52 to the Restated Consolidated Financial information where in Honorable High Court of
of Seeds business of the transferor company (Godrej Seeds & Genetics Limited) have been taken
over and record at their book values as on April 01, 2015.
i. In accordance with the Scheme of Arrangement an amount of Rs. 169.45 million on account
of Goodwill on Merger had been charged to the Surplus in Statement of Profit & Loss of the
Company.
amounting to Rs. 1.94 million have been directly charged against the Surplus in Statement of
Profit & Loss of the Company.
Had the scheme not prescribed this treatment, the Surplus in the Statement of Profit & Loss would
have been higher by Rs. 169.45 million as at June 30, 2017, March 31, 2017 and 2016.
f) Note 54 to the Restated Consolidated Financial Information wherein the Honorable High Court of
the Judicature at Bombay had approved a Scheme for the reduction of Capital (Securities
Premium Account). As per the scheme an amount of Rs. 1,100.40 million has been transferred
from the Securities Premium Account and used to create the Reserve for Employee Compensation
Expenses of which Rs. 113.66 million for the year March 31, 2016, Rs. 113.88 million for the
year March 31, 2015, Rs. 113.47 million for the year March 31, 2014 and Rs. 720.40 million for
the year March 31, 2013 for Employee Compensation Expenses incurred during the respective
years has been adjusted. Had the scheme not prescribed this treatment the Profit would have been
lower by Rs 38.98 million for the year ended March 31, 2017, Rs. 113.66 million for the year
March 31, 2016, Rs. 113.88 million for the year March 31, 2015, Rs. 113.47 million for the year
March 31, 2014 and Rs. 720.40 million for the year March 31, 2013, the opening balance in the
220
Surplus in Statement of Profit and Loss would have been lower by Rs 1,061.42 million for the
year ended March 31,2017, Rs. 947.76 million for the year March 31, 2016, Rs. 833.88 million
for the year March 31, 2015, Rs. 720.41 million for the year March 31, 2014, the Reserve for
Employee Compensation Expenses would have been lower by Rs. 238.98 million for the year
March 31, 2014 and Rs. 379.99 million for the year March 31, 2013 and the Securities Premium
Account would have been higher by Rs. 11,00.40 million for the year March 31, 2016, 2015, 2014
and 2013.
Our report is not qualified in respect of these msatters.
12. This report should not in any way be construed as a reissuance or re-dating of any of the previous
audit reports issued by us or by other firms of Chartered Accountants, nor should this report be
construed as a new opinion on any of the financial statements referred to herein.
13. We have no responsibility to update our report for events and circumstances occurring after the date
of the report.
14. Our report is intended solely for use of the management and for inclusion in the offer document to be
filed with Securities and Exchange Board of India, and stock exchanges where the equity shares are
proposed to be listed and the relevant Registrar of Companies in India in connection with the
proposed issue of Equity Shares of the Company by way of fresh issue and an offer for sale by the
existing shareholders. Our report should not be used, referred to or distributed for any other purpose
except with our prior consent in writing.
For B S R & Co. LLP

Koosai Lehery
Partner
Mumbai
Date: September 11, 2017
221

(Rs. in million)
As at June 30, As at March 31, As at March 31, As at March 31, As at March 31, As at March 31,
Note 2017 2017 2016 2015 2014 2013
Proforma Proforma
ASSETS
Non-current assets
Property, Plant and Equipment 2 12,351.88 12,220.52 10,987.26 5,224.59 4,395.86 2,872.76
Capital work in progress 465.84 502.08 620.23 1,380.49 1,491.57 1,245.83
Goodwill 1,948.67 1,948.67 1,948.67 - - 10.14
Other Intangible assets 3 550.11 558.78 588.39 217.99 259.47 317.57
Biological assets other than bearer plants 4 45.32 46.70 88.68 123.36 184.29 178.79
Equity accounted investees 5 1,851.00 1,754.50 1,547.05 1,492.14 1,287.60 1,102.16
Financial Assets
(i) Investments 6 0.09 0.09 0.13 0.08 0.08 2.58
(ii) Trade receivables 7 - - - - - -
(iii) Loans 8 147.27 149.78 130.51 100.84 88.99 219.14
(iv) Others 9 46.05 50.63 58.02 17.71 17.46 16.59
Other tax assets 41.92 138.54 86.43 118.18 104.18 111.94
Other non-current assets 10 642.99 484.11 362.90 174.27 118.89 242.77
Current Assets
Inventories 11 8,076.83 7,380.68 6,665.39 3,887.79 3,192.82 2,781.93
Financial Assets
(i) Investments 12 100.08 - 592.56 366.11 - -
(ii) Trade receivables 13 7,207.54 5,219.83 4,545.40 2,692.61 2,258.53 1,817.74
(iii) Cash and cash equivalents 14 374.83 538.19 314.30 130.39 1,138.59 212.51
(iv) Bank balance other than (iii) above 15 21.97 84.78 105.34 44.53 6.42 6.41
(v) Loans 16 133.83 255.34 1,389.26 958.92 851.50 778.19
(vi) Others 17 118.76 114.69 547.43 135.40 131.87 47.68
Current Tax assets (Net) 4.04 4.13 - - - -
Other current assets 18 1,105.31 626.45 519.00 353.12 207.48 155.45
TOTAL ASSETS 35,269.49 32,148.64 31,232.09 17,528.85 15,761.11 12,143.50

Equity
Equity share capital 19 1,851.31 1,851.31 925.65 925.65 132.24 132.24
Other equity 20 8,875.81 8,245.48 6,906.36 5,478.48 5,054.50 4,004.87
Equity attributable to equity holders of 10,727.12 10,096.79 7,832.01 6,404.13 5,186.74 4,137.11
the parent
Non-controlling interests 2,557.42 2,544.67 2,323.07 - - -
Total equity 13,284.54 12,641.46 10,155.08 6,404.13 5,186.74 4,137.11
Liabilities
(i) Borrowings 21 194.73 206.40 207.80 720.95 1,649.77 1,050.33
(ii) Others 22 173.97 353.26 391.94 44.60 11.15 -
Long term provisions 23 94.01 50.15 28.77 15.87 17.16 20.66
Deferred tax liabilities(net) 1,641.49 1,670.18 1,458.14 565.48 434.50 258.88
Other non-current liabilities 24 151.26 152.37 144.44 72.04 70.86 7.82
Total non current liabilities 2,255.46 2,432.36 2,231.09 1,418.94 2,183.44 1,337.69
Current liabilities
(i) Borrowings 25 6,960.18 6,397.34 12,606.65 6,124.09 4,552.91 3,705.05
(ii) Trade Payables 26 9,953.28 8,404.77 3,349.11 2,140.90 2,296.39 1,827.41
(iii) Others 27 2,040.23 1,687.03 2,216.79 1,045.50 1,112.93 836.00
Other current liabilities 28 312.08 370.37 500.50 275.35 326.32 229.06
Short term provisions 29 411.82 215.31 172.87 119.94 102.38 71.18
Liabilities for current tax (net) 51.90 - - - - -
TOTAL EQUITY AND LIABILITIES 35,269.49 32,148.64 31,232.09 17,528.85 15,761.11 12,143.50
0.03 0.01 0.01 (0.01) 0.00 (0.00)
The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Consolidated Financial information
appearing in Annexure VI and Statement of adjustments to Audited Consolidated Financial Statement appearing in Annexure VII
As per our Report of even date

For B S R & Co. LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
Firm Registration Number 101248W/W-100022
N. B. GODREJ B.S.YADAV
Director Managing Director
DIN: 00066195 DIN: 00294803
Koosai Lehery
Partner S. VARADARAJ VIVEK RAIZADA
Membership Number: 112399 222 Chief Financial Officer Company Secretary
Mumbai, September 11, 2017 ICAI Memb. No. 047959 ICSI Memb. No. ACS11787
Annexure II: Restated Consolidated statement of Profit and Loss

(Rs. in million)
For the quarter For the year For the year For the year For the year For the year
ended June 30, ended March 31, ended March 31, ended March 31, ended March 31, ended March 31,
Particulars Note
2017 2017 2016 2015 2014 2013
I. Revenue from Operations 30 13,632.69 49,264.02 37,549.55 33,118.24 31,024.73 27,608.75

II. Other income 31 61.52 570.45 627.19 136.77 149.42 109.51
IV. Expenses
Cost of materials consumed 32 9,896.51 36,171.24 28,569.83 25,061.34 23,369.87 21,550.29
Purchases of Stock-in-Trade 33 459.38 1,836.28 1,735.13 1,464.01 1,908.76 1,172.67
Changes in inventories of finished goods work-in-progress (118.21) (46.05) (855.40) (369.61) (238.13) (290.52)
and Stock-in-Trade 34
Excise duty 205.73 153.15 47.98 - - 3.64
Employee Benefits Expenses 35 688.94 2,315.76 1,556.82 1,334.01 1,297.56 1,042.49
Finance costs 36 117.97 863.42 976.70 654.64 402.89 485.12
Depreciation and Amortisation Expenses 37 216.44 746.65 523.75 369.76 275.74 193.20
Other Expenses 38 1,256.40 4,441.50 3,528.63 2,568.01 2,271.47 2,184.46
Total Expenses 12,723.16 46,481.95 36,083.44 31,082.16 29,288.16 26,341.35
V. Profit before share of net profits of investments accounted for 971.05 3,352.52 2,093.30 2,172.85 1,885.99 1,376.91
using equity method and tax (III-IV)
VI. Share of equity-accounted investees, net of tax 107.42 187.46 326.58 169.66 186.02 (7.36)
VII. Profit Before exceptional items and tax (V+VI) 1,078.47 3,539.98 2,419.88 2,342.51 2,072.01 1,369.55
VIII. Exceptional Items - 200.00 945.93 364.48 - -
IX. Profit before tax (VII+VIII) 1,078.47 3,739.98 3,365.81 2,706.99 2,072.01 1,369.55
X. Tax expense: 335.61 996.04 754.94 605.71 506.41 402.08

Current Tax 307.92 743.75 484.95 550.62 430.98 273.98
Deferred Tax 27.69 252.29 269.99 55.09 75.43 128.10
XI. Profit for the period (IX-X) 742.86 2,743.94 2,610.87 2,101.28 1,565.60 967.47
XII. Other comprehensive income
Items that will not be reclassified to profit or loss

Remeasurements of defined benefit liability (42.00) (39.36) (20.17) (22.82) (1.43) (17.28)
Equity accounted investee's share of other comprehensive income 8.69 (2.37) 1.53 1.72 (0.65) 0.86
Income tax related to items that will not be reclassified to profit or loss 15.05 14.44 8.92 7.17 0.70 5.58
Items that will be reclassified to profit or loss

Foreign operations foreign currency translation differences (20.09) 0.57 (11.98) (10.50) (26.42) (19.33)
Effective portion of gains/ (losses) on hedging instruments in
(46.01) 31.52 - - - -
cash flow hedges
Income tax related to items that will be reclassified to profit or loss 15.92 (10.91) - - - -
Other comprehensive income (net of tax) (68.44) (6.11) (21.70) (24.43) (27.80) (30.17)
XIII. Total comprehensive income for the year 674.42 2,737.83 2,589.17 2,076.85 1,537.80 937.30
Profit attributable to:
Total other comprehensive income attributable to:

Equity holders of the Company (63.86) (2.58) (22.70) (24.43) (27.80) (30.17)
Non-controlling interest (4.58) (3.53) 1.00 - - -
Total comprehensive income attributable to:

XIV. Earnings per Share

Earnings per equity share (before exceptional income) 39
Basic 3.88 11.45 9.78 8.99 7.13 1.21
Diluted 3.88 10.95 9.35 8.59 6.81 1.20
Earnings per equity share (after exceptional income) 39
Basic 3.88 12.58 14.11 11.05 7.13 1.21
Diluted 3.88 12.03 13.48 10.56 6.81 1.20
The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Consolidated Financial information appearing in
Annexure VI and Statement of adjustments to Audited Consolidated Financial Statement appearing in Annexure VII.
DIN: 00066195 DIN: 00294803
Koosai Lehery
Membership Number: 112399
223 Chief Financial Officer Company Secretary
Annexure III: Restated Consolidated Statement of Changes in Equity
(a) Equity share capital (Rs. in million)

As at March As at March
As at June 30, As at March As at March As at March
31, 2014 31, 2013
2017 31, 2017 31, 2016 31, 2015
Proforma Proforma
Balance at the beginning of the reporting period 1,851.31 925.65 925.65 132.24 132.24 121.19
Changes in equity share capital during the quarter/year
Issue of equity shares to V-Sciences Investments Pte Ltd - - - - - 5.18
Issue of equity shares to Company's ESOP Trust - - - - - 5.87
Bonus shared issued - 925.66 - 793.41 - -
Balance at the end of the reporting period 1,851.31 1,851.31 925.65 925.65 132.24 132.24
(Rs. in million)
(b) Other equity
Retained General Capital Reserve for Debenture Employee Securities Treasury Cash Non - Foreign Total Non - Total
earnings reserve Reserve employee redemption share option Premium share Flow controlling Currency attributable controlling
compensation reserve outstanding Account reserve Hedge interest Translation to the owners interest
expense Reserve reserve reserve of the
Company
Balance at March 31, 2017 7,469.21 36.84 17.29 - - 16.22 1,306.21 - 20.79 (550.04) (71.04) 8,245.48 2,544.67 10,790.15
Total comprehensive income for the period -
Profit for the period 724.61 724.61 18.25 742.86
Other comprehensive income for the period (17.70) (26.05) (20.11) (63.86) (4.58) (68.44)
Total comprehensive income for the period 706.91 - - - - - - - (26.05) (20.11) 660.75 13.67 674.42
Transactions with the owners of the Company
Contributions and distributions
Others
Amortisation of Intangibles as per Oil Palm Companies Merger - (6.95) - - - - - - - - - (6.95) - (6.95)
Scheme (Refer Note No.48)
Employee compensation expenses recognised during the period - - - - - 1.11 - - - - - 1.11 0.70 1.81
ESOP shares subscribed by beneficiaries - - - - - - 0.27 - - - - 0.27 - 0.27
Transfer to Share Premium on ESOP shares subscribed by beneficiaries - - - - - (0.22) - - - - - (0.22) - (0.22)
Liability towards Put Option arrangement (5.52) - - - - - - - - - - (5.52) - (5.52)

Acquisition of non-controlling interests - - - - - - - - - (19.11) - (19.11) (1.62) (20.73)
Balance at June 30, 2017 8,170.60 29.89 17.29 - - 17.11 1,306.48 - (5.26) (569.15) (91.15) -
8,875.81 2,557.42 -
11,433.23
224
(Rs. in million)
(b) Other equity
Company
Balance at March 31, 2016 5,772.74 50.73 - 238.98 187.50 1,074.70 - (5.87) - (341.06) (71.36) 6,906.36 2,323.07 9,229.43
Total comprehensive income for the year -
Profit for the year 2,492.93 2,492.93 251.01 2,743.94
Other comprehensive income for the year (23.69) 20.79 0.32 (2.58) (3.53) (6.11)
Total comprehensive income for the year 2,469.24 - - - - - - - 20.79 0.32 2,490.35 247.48 2,737.83
Others
Bonus shares issued (925.66) - - - - - - - - - (925.66) - (925.66)
Adjustments for earlier years 1.64 - - - - - - - - - 1.64 - 1.64
Liability towards Put Option arrangement (26.69) - - - - - - - - - (26.69) - (26.69)
Transfer to Debenture Redemption Reserve from Retained Earnings 187.50 - - - (187.50) - - - - - - - -
Transfer to General Reserve (12.50) 12.50 - - - - - - - - - - -

Additions during the year - - 17.29 - - - - - - - 17.29 - 17.29
Transfer to Reserve for employee compensation expenses(Refer Note - 1.41 - (1.41) - - - - - - - - -
no. 50 and 54)
Amortisation of Intangibles as per Oil Palm Companies Merger - (27.80) - - - - - - - - (27.80) - (27.80)
Employee compensation expenses recognised during the period (Refer - - - (237.57) - 246.38 - - - - 8.81 - 8.81
Note no. 50 and 54)
Exercise of Stock Options - - - - - (5.87) - 5.87 - - - - -
Transfer from employee stock option outstanding on issue of ESOP - - - - - (1,298.99) 1,306.21 - - - 7.22 - 7.22
shares to beneficiaries
Adjustment for excess of investment over share of non controlling - - - - - - - - (208.98) - (208.98) - (208.98)
interest
Others 2.94 - - - - - - - - - 2.94 - 2.94
Changes in ownership interests in subsidiaries that do not result in - -
loss of control
Acquisition of non-controlling interests - - - - - - - - - - - (25.88) (25.88)
Balance at March 31, 2017 7,469.21 36.84 17.29 - - 16.22 1,306.21 - 20.79 (550.04) (71.04) -
8,245.48 2,544.67 -
10,790.15
225
(Rs. in million)
(b) Other equity
Company
Balance at March 31, 2015 4,176.52 66.81 - 352.64 - 947.76 - (5.87) - (59.38) 5,478.48 - 5,478.48
Total comprehensive income for the year - -
Profit for the year 2,639.88 2,639.88 (29.01) 2,610.87
Other comprehensive income for the year (10.72) (11.98) (22.70) 1.00 (21.70)
Total comprehensive income for the year 2,629.16 - - - - - - - (11.98) 2,617.18 (28.01) 2,589.17
Transactions with the owners of the Company, recorded directly in equity
Dividends (411.32) - - - - - - - - - (411.32) (411.32)
Dividend distribution tax (84.44) - - - - - - - - - (84.44) (84.44)
- -
Others - -
Excess of Investment over book value of net assets adjusted as per (0.06) - - - - - - - - - (0.06) (0.06)
scheme of Merger (Refer Note no. 52)
Acquired during the year (0.44) - - - - - - - - - (0.44) (0.44)
Adjustments on Merger/Demerger (Refer Note no. 52) (1.94) - - - - - - - - - (1.94) (1.94)
Income recognized during the period on Deferred Govt Grants (3.64) - - - - - - - - - (3.64) (3.64)
Transfer to General Reserve (12.50) 12.50 - - - - - - - - - -
Amortisation of Intangibles as per Oil Palm Companies Merger - (28.58) - - - - - - - - (28.58) (28.58)
Employee compensation expenses recognized (Refer Note No. 50 and - - - (113.66) - 126.94 - - - - 13.28 13.28
54)
Currency translation adjustments relating to joint venture - - - - - - - - - - - -
Transfer to Debenture redemption reserve (187.50) - - - 187.50 - - - - - - -
Adjustment in respect of overseas subsidiaries (0.94) - - - - - - - - - (0.94) (0.94)
Adjustment on Demerger of Seed business - - - - - - - - (341.06) - (341.06) (341.06)
Adjustments on Business combination (326.57) - - - - - - - - - (326.57) 2,236.33 1,909.76
Others (3.59) - - - - - - - - - (3.59) (3.84) (7.43)
Changes in ownership interests in subsidiaries that do not result in - -
loss of control
Acquisition of non-controlling interests - 118.59 118.59
Balance at March 31, 2016 5,772.74 50.73 - 238.98 187.50 1,074.70 - (5.87) - (341.06) (71.36) 6,906.36 2,323.07 9,229.43
226
(Rs. in million)
(b) Other equity
Company
Balance at March 31, 2014 - Proforma 3,709.17 99.68 - 466.52 - 833.88 - (5.87) (48.88) 5,054.50 - 5,054.50
Profit for the year 2,101.28 - 2,101.28 2,101.28
Other comprehensive income for the year (13.93) (10.50) (24.43) (24.43)
Total comprehensive income for the year 2,087.35 - - - - - - - (10.50) 2,076.85 - 2,076.85
Transactions with the owners of the Company, recorded directly in equity -
Contributions and distributions -
Dividends (705.61) - - - - - - - - - (705.61) (705.61)
- -
Others - -
Share of non-controlling interest of current Profit after tax 8.54 - - - - - - - - - 8.54 8.54
Share of non-controlling interest of Reserves 9.01 - - - - - - - - - 9.01 9.01
Utilised for issuing Bonus Shares (793.42) - - - - - - - - - (793.42) (793.42)
Employee compensation expenses recognized (Refer Note No. 50 and - - - (113.88) - 113.88 - - - - - -
54)
Currency translation adjustments relating to joint venture - - - - - - - - - - - -
Unabsorbed share of non-controlling interest to majority shareholder (17.55) - - - - - - - - - (17.55) (17.55)
Recognition of guarantee commission (1.09) - - - - - - - - - (1.09) (1.09)

Balance at March 31, 2015 4,176.52 66.81 - 352.64 - 947.76 - (5.87) (59.38) 5,478.48 - 5,478.48
227
(Rs. in million)
(b) Other equity
Company
Balance at March 31, 2013 - Proforma 2,728.42 200.50 3.88 379.99 - 720.41 - (5.87) (22.46) 4,004.87 - 4,004.87
Profit for the year 1,565.60 1,565.60 1,565.60
Total comprehensive income for the year 1,564.22 - - - - - - - (26.42) 1,537.80 - 1,537.80
Transactions with the owners of the Company, recorded directly in equity -
Contributions and distributions -
Dividends (251.25) - - - - - - - - - (251.25) (251.25)
- -
Others - -
Restatement/revision in the Value of certain Assets as approved (144.65) - - - - - - - - - (144.65) (144.65)
Bombay High Court (Refer Note No. 51)
Transfer from retained earnings (143.87) 143.87 - - - - - - - - - -
Transfer from General Reserve Account as approved by Bombay High - (200.00) - 200.00 - - - - - - - -
Court (Refer Note No. 50)
Employee compensation expenses recognized (Refer Note No. 50 and - - - (113.47) - 113.47 - - - - - -
54)
Expenses on Merger (Refer Note No. 50 and 51) (1.35) (4.07) - - - - - - - - (5.42) (5.42)
Excess of Investment over book value adjusted as per scheme of - (6.14) - - - - - - - - (6.14) (6.14)
Merger (Refer Note No. 50)
Utilised during the year - - (3.88) - - - - - - - (3.88) (3.88)
Share of non-controlling interest of current Profit after tax 1.16 - - - - - - - - - 1.16 1.16
Share of non-controlling interest of Reserves 7.79 - - - - - - - - - 7.79 7.79
Unabsorbed share of non-controlling interest to majority shareholder (9.01) - - - - - - - - - (9.01) (9.01)
Adjustment on application of deemed cost exemption 1.46 - - - - - - - - - 1.46 1.46

Recognition of guarantee commission (1.05) - - - - - - - - - (1.05) (1.05)
Balance at March 31, 2014 - Proforma 3,709.17 99.68 - 466.52 - 833.88 - (5.87) (48.88) 5,054.50 - 5,054.50
228
(Rs. in million)
(b) Other equity
Company
Balance at April 1, 2012 - Proforma 1,888.53 139.99 - - - - 46.77 - - (3.13) 2,072.16 - 2,072.16
Total comprehensive income for the year
Profit for the year 967.47 967.47 967.47
Total comprehensive income for the year 956.63 - - - - - - - (19.33) 937.30 - 937.30
Transactions with the owners of the Company, recorded directly in
equity
Others
Transfer from retained earnings (100.16) 100.16 3.88 - - - - - - - 3.88 3.88
Share premium on 1,104,882 Equity Shares, each fully paid issued - - - - - - 2,380.37 - - - 2,380.37 2,380.37
during the year ended March 31, 2013
Amount recoverable from GAVL ESOP Trust - - - - - - (1,264.13) - - - (1,264.13) (1,264.13)
Share issue expenses charged to Share premium Account. - - - - - - (62.61) - - - (62.61) (62.61)
Transferred to Employee Compensation Reserve Account as per - - - 1,100.40 - - (1,100.40) - - - - -
scheme of Capital Reduction approved by Bombay High Court (Refer
Note No. 54)
Employee compensation expenses recognized (Refer Note No. 54) - - - (720.41) - 720.41 - - - - - -
Adjustment on application of deemed cost exemption 4.20 - - - - - - - - - 4.20 4.20
Shares held by company's ESOP Trust - - - - - - - (5.87) - - (5.87) (5.87)
Other adjustments (20.78) - - - - - - - - - (20.78) (20.78)
Balance at March 31, 2013 - Proforma 2,728.42 200.50 3.88 379.99 - 720.41 - (5.87) (22.46) 4,004.87 - 4,004.87
The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Consolidated Financial information appearing in Annexure VI and Statement of adjustments to Audited Consolidated Financial
Statement appearing in Annexure VII
DIN: 00066195 DIN: 00294803
Koosai Lehery
Membership Number: 112399 Chief Financial Officer Company Secretary
229
Annexure IV: Restated Consolidated Cash flow statement (Rs. in million)

Particulars For the quarter For the year ended For the year ended For the year ended For the year ended For the year ended
ended June 30, March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
2017 Proforma Proforma Proforma
A. Cash Flow from Operating Activities :

Net Profit Before Taxes 1,078.47 3,739.98 3,365.81 2,706.99 2,072.01 1,369.55
Adjustment for:
Depreciation 216.44 746.65 523.75 369.76 275.74 193.20
(Profit)/loss on sale of fixed assets 3.15 23.81 (49.27) (5.27) (19.57) 1.47
(Profit)/loss on sale of investments (0.56) (279.90) (257.19) - - (0.08)
Unrealised foreign exchange and MTM gain/loss (11.40) (11.04) 5.79 11.32 (5.87) (7.71)
Dividend income - (0.00) (0.17) - - -
Interest income (5.46) (148.01) (91.61) (34.26) (28.39) (25.71)
Employee share based compensation cost 1.78 8.77 9.24 - - -
Share of equity-accounted investees, net of tax (107.42) (187.46) (326.58) (169.66) (186.02) 7.36
Guarantee commission - (0.95) (1.07) (1.05) (0.85)
Finance Cost 117.97 863.42 976.70 654.64 402.89 485.12
Provision for Doubtful Debts and Advances 19.66 53.77 24.42 (9.47) (7.79) (3.61)
Exceptional /Other Income - (198.37) (945.93) (364.48) (2.72) -
Fair value of investment (0.08) - (85.54) 24.89 (7.40) 6.09
259.88 940.09 (180.51) 514.38 479.40 714.81
Operating Cash Flow Before Working Capital Changes 1,338.35 4,680.07 3,185.30 3,221.37 2,551.41 2,084.36
Adjustments for:
Inventories (715.93) (752.50) (1,292.13) (642.67) (522.58) (878.02)
Biological assets other than bearer plants 1.38 41.98 34.68 8.64 17.41 (36.59)
Long Term Loans and Advances and Other Non-current Assets (12.44) 2,299.38 45.66 9.10 143.66 260.12
Short Term Loans and Advances and Other Current Assets (244.13) (102.43) 825.39 (52.19) 56.96 134.71
Trade Payables & Other Current Liabilities 1,538.16 5,099.34 523.87 (132.15) 481.60 292.43
Long Term Provisions and Other Long Term Liabilities 47.25 (32.62) 10.64 (2.23) 9.13 (16.38)
Short Term Provisions and Other Short Term Liabilities 353.32 (640.26) 22.81 (299.46) 281.94 (433.59)
(1,024.63) 5,092.54 (1,046.22) (1,576.30) (31.36) (1,308.23)
Cash Generated from Operations 313.72 9,772.61 2,139.08 1,645.07 2,520.05 776.14
Direct Taxes paid (net of refunds received) (146.01) (799.58) (455.89) (556.79) (421.18) (330.99)
Net Cash Flow from Operating Activities 167.71 8,973.03 1,683.19 1,088.28 2,098.87 445.15
B. Cash Flow from Investing Activities :

Capital subsidy received - 30.00 5.00 20.58 -
Acquisition of fixed assets (555.63) (2,048.98) (1,331.81) (1,118.48) (1,878.81) (1,594.28)
Repayment/ Proceeds from Intercorporate Deposits 300.00 (715.30) (110.03) (64.00) (120.00)
Purchase of Investments (120.73) (258.99) (47.49) (130.75) (67.74) (7.52)
Acquisition of subsidiaries, net of cash acquired (Refer note 60) - (3,013.73) - - -
Proceeds from sale of investments 0.56 868.57 628.50 - - 0.46
Deposits Redeemed 24.13 - - - -
Other Income - 4.98 - - -
Dividend Received 0.00 0.17 - - -
Adjustments on Merger/Demerger of Business - - - (5.42) -
Net Cash Flow from Investing Activities (663.84) (868.19) (4,277.96) (1,306.62) (1,908.00) (1,670.42)
C. Cash Flow from Financing Activities :

Proceeds from Issue of Equity Shares 0.12 7.83 39.00 - - 1,093.29
Merger Expenses charged directly to Reserves - - (1.94) - - -
Share Issue Expenses charged directly to Reserves - - - - (5.43) (62.61)
Redemption of Preference Share Capital - - (35.00) - - -
Repayment of Short Term Borrowings (4,781.47) (11,406.59) (6,192.16) (4,478.93) (3,605.64) (4,190.08)
Proceeds from Short Term Borrowings 5,245.45 4,806.10 10,955.97 6,087.58 4,457.33 3,705.64
Repayment of Long Term Borrowings (10.84) (60.18) (823.31) (1,602.70) (501.53) -
Proceeds from Long Term Borrowings - (366.41) 807.00 680.00 1,100.00 1,202.30
Finance Cost (120.49) (861.42) (971.62) (650.28) (421.40) (502.63)
Transactions with non-controlling interests - - (452.78) - - -
Dividend Paid - - (451.88) (705.61) (251.25) -
Net Cash Flow from Financing Activities 332.77 (7,880.67) 2,783.86 (789.86) 729.38 1,245.91
Net increase in Cash and Cash equivalents (163.36) 224.17 189.09 (1,008.20) 920.25 20.64
Cash and Cash equivalents (Opening balance) 538.19 314.30 130.39 1,138.59 212.51 191.87
Less: Opening Cash & Cash equivalents removed - (0.28) - - - -
Cash and Cash equivalents (Opening balance taken over)
Goldmuhor Agrochem & Feeds Limited - - - - 4.51 -
Cash & Cash Equivalent removed of subsidiary disposed off - - (5.18) - - -
Cash and Cash equivalents (Closing balance) 374.83 538.19 314.30 130.39 1,138.59 212.51
230
1. The above restated cash flow statement has been prepared under the indirect method as set out in Indian Accounting standard 7 Statement of Cash Flows notified u/s 133 of Companies Act, 2013
('Act') read with Rule 4 of the Companies (Indian Accounting Standards ) Rules 2015 and the relevant provisions of the Act.
2. During the year ended March 31, 2016 the group has acquired Creamline Dairy Product Limited and Astec Lifescience Limited (Refer Note No.61).
The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Consolidated Financial information appearing in
Annexure VI and Statement of adjustments to Audited Consolidated Financial Statement appearing in Annexure VII.

DIN: 00066195 DIN: 00294803
Koosai Lehery
231
Annexure V : Basis of preparation and Significant Accounting Policies
Notes to the Restated Consolidated Financial Information
1. Basis of preparation
The Restated Consolidated Statement of Assets and Liabilities of Godrej Agrovet Limited as
at June 30, 2017 and as at March 31, 2017, 2016, 2015, 2014, and 2013, the Restated
Consolidated Statement of Profit and Loss, the Restated Consolidated Statement of Changes
in Equity and the Restated Consolidated Statement of Cash flows for the quarter ended June
30, 2017 and years ended March 31, 2017, 2016, 2015, 2014, and 2013 and Restated Other
Consolidated Financial Information (together referred as Restated Consolidated Financial
Information) has been prepared under Indian Accounting Standards ('Ind AS') notified under
the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the
Companies Act, 2013 to the extent applicable. The Restated Consolidated Financial
Information have been compiled by the Company from:
1) The Audited Consolidated Financial Statements of the Group for the years ended March
31, 2015, 2014 and 2013 (Audited Consolidated Financial Statements) prepared under
previous generally accepted accounting principles followed in India (Previous GAAP or
Indian GAAP). The Restated Consolidated Financial Information for these years along
with respective underlying schedules and notes are Proforma Ind AS Restated
Consolidated Financial Information, as per the Guidance note on Reports in Company
Prospectus, issued by Institute of Chartered Accountants of India; and
2) The Audited Consolidated Financial Statement of the Group for the quarter ended June
30, 2017 and years ended March 31, 2017 and 2016 prepared under Ind AS (for the year
ended March 31, 2016, it is in accordance with Ind AS being comparative period for year
ended March 31, 2017).
The interim consolidated financial statements for the three month period ended 30 June 2017
have been prepared in accordance with the recognition and measurement criteria laid down in
Ind AS 34 Interim Financial Reporting notified under Section 133 of the Companies Act,
2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015 as amended by
Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and other relevant
provisions of the Act, as applicable.
The Restated Consolidated Financial Information relates to the Company and its subsidiary
companies (collectively referred to as the Group) and its joint venture and associates.
In accordance with Ind AS 101 First-time Adoption of Indian Accounting Standard, the
Group has presented a reconciliation from the presentation of Restated Consolidated
Financial Information under Accounting Standards notified under the Companies
(Accounting Standards) Rules, 2006 (Previous GAAP or Indian GAAP) to Ind AS of
Restated Consolidated Shareholders equity as at March 31, 2016, 2015, 2014, 2013 and of
the Restated Consolidated Statement of profit and loss for the year ended March 31, 2016,
2015, 2014 and 2013.
232
The Restated Consolidated Financial Information have been prepared by the management in
connection with the proposed listing of equity shares of the Company by way of an issue of
fresh equity shares and offer for sale by the selling shareholders, to be filed by the Company
with the Securities and Exchange Board of India, Registrar of Companies, Mumbai and the
concerned Stock Exchange in accordance with the requirements of:
a) Section 26 read with applicable provisions within Rules 4 to 6 of the Companies

(Prospectus and Allotment of Securities) Rules, 2014 to the Companies Act, 2013;
b) The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 issued by the
Securities and Exchange Board of India ("SEBI") on August 26, 2009, as amended to date in
pursuance of provisions of Securities and Exchange Board of India Act, 1992 read along with
SEBI circular No. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016 (together
referred to as the SEBI regulations); and
c) Guidance note on reports in Company prospectuses (revised 2016) issued by the Institute
of Chartered Accountants of India.
These Restated Consolidated Financial Information have been compiled by the Company
from the Audited Consolidated Financial Statements and:
there were no audit qualifications on these Restated consolidated financial statements
except for the quarter ended June 30, 2017 and year ended March 31, 2017,
there were no changes in accounting policies under Previous GAAP during the years of
these financial statements,
material amounts relating to adjustments for previous years in arriving at profit/loss of
the years to which they relate, have been appropriately adjusted,
adjustments for reclassification of the corresponding items of income, expenses, assets

and liabilities, in order to bring them in line with the groupings as per the audited
consolidated financial statements of the Group as at and for the quarter ended June 30,
2017 prepared under Ind AS and the requirements of the SEBI Regulations, and
the resultant tax impact on above adjustments has been appropriately adjusted in deferred
taxes in the respective years to which they relate.
(i) Historical cost convention
The restated consolidated financial information have been prepared on a historical
cost basis, except for the following:
certain financial assets and liabilities (including derivative instruments) that are
measured at fair value (refer accounting policy regarding financials instruments);
asset held for sale and biological Assets measured at fair value less cost to sell;
233
defined benefit plans plan assets measured at fair value less present value of
defined benefit obligation; and
share-based payments
(ii) Functional and presentation currency

These Restated Consolidated financial information are presented in Indian rupees, which
is the Groups functional currency. All amounts have been rounded off to the nearest
million, unless otherwise indicated.
2. General information
Godrej Agrovet Ltd. ("the Company" or Parent) is a public limited Company, which is
domiciled and incorporated in the Republic of India with its registered office situated at 3 rd
Floor, Godrej One, Pirojshanagar, Vikhroli (East), Mumbai 400 079. The Company and its
subsidiaries, joint ventures and associates (the Group) is a diversified agribusiness Group
and its principal activities include manufacturing and marketing of high quality animal feed,
innovative crop protection & agricultural inputs, palm oil & allied products & milk and milk
products.
3. Basis of consolidation
(i) Subsidiaries :
Subsidiaries are all entities over which the group has control. The group controls an
entity when the Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its
power to direct the relevant activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by

the Group. The Group combines the financial statements of the parent and its
subsidiaries line by line adding together like items of assets, liabilities, equity, income
and expenses. Inter Group transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed wherever necessary to ensure
consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown

separately in the Restated consolidated statement of profit and loss/ other
234
comprehensive income, Restated consolidated statement of changes in equity and
Restated Consolidated Statement of Assets and Liabilities respectively.
(ii) Equity method :

Under the equity method of accounting, the investments are initially recognised at
cost and adjusted thereafter to recognise the Groups share of the post-acquisition
profits or losses of the investee in the Restated Consolidated Statement of Profit and
Loss, and the Groups share of other comprehensive income of the investee in other
comprehensive income.
When the Groups share of losses in an equity-accounted investment equals or

exceeds its interest in the entity, including any other unsecured long-term receivables,
the Group does not recognise further losses unless it has incurred obligations or made
payments on behalf of the other entity Group does not recognise further losses,
Unrealised gains on transactions between the Group and its subsidiaries are
eliminated to the extent of the Groups interest in these entities. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of equity accounted investees have been changed
where necessary to ensure consistency with the policies adopted by the Group.
4. Business combinations
The acquisition method of accounting is used to account for all business combinations,
regardless of whether equity instruments or other assets are acquired. The consideration
transferred for the acquisition of a subsidiary comprises the
Fair value of the assets transferred;
Liabilities incurred to the former owners of the acquired business;
Equity interests issued by the Group
Fair value of any asset or liability resulting from contingent consideration
arrangement
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions, measured initially at their fair values at the
acquisition date. The Group recognizes any non-controlling interest in the acquired entity on
an acquisition-by-acquisition basis either at their fair value or at the non-controlling interests
proportionate share of the acquired entitys net identifiable assets.
Acquisition related costs are expenses as incurred.
The excess of the
235
Consideration transferred;
Amount of any non-controlling interest in the acquired entity; and
Acquisition date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those
amounts are less than the fair value of the net identifiable assets acquired, the difference is
recognized in other comprehensive income and accumulated in equity as capital reserve
provided there is clear evidence of the underlying reasons for classifying the business
combination as a bargain purchase. In other cases, the bargain purchase gain is recognized
directly in equity as capital reserve.
If the business combination is achieved in stages, the acquisition date carrying value of the
acquirers previously held equity interest is remeasured to fair value at the acquisition date.
Any gains arising from such remeasurement are recognized in the Restated Consolidated
Statement of Profit and Loss or Other Comprehensive Income, as appropriate.
5. Key estimates and assumptions

While preparing the Restated consolidated financial information in conformity with Ind AS,
the management has made certain estimates and assumptions that require subjective and
complex judgments. These judgments affect the application of accounting policies and the
reported amount of assets, liabilities, income and expenses, disclosure of contingent
liabilities at the restated statement of assets and liabilities date and the reported amount of
income and expenses for the reporting period. Future events rarely develop exactly as
forecasted and the best estimates require adjustments, as actual results may differ from these
estimates under different assumptions or conditions.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized prospectively.
Judgement, estimates and assumptions are required in particular for:
Determination of the estimated useful lives
Useful lives of property, plant and equipment are based on the life prescribed in Schedule
II of the Companies Act, 2013. In cases, where the useful lives are different from that
prescribed in Schedule II and in case of intangible assets, they are estimated by
management based on technical advice, taking into account the nature of the asset, the
estimated usage of the asset, the operating conditions of the asset, past history of
replacement, anticipated technological changes, manufacturers warranties and
maintenance support.
Recognition and measurement of defined benefit obligations
236
The obligation arising from defined benefit plan is determined on the basis of actuarial
assumptions. Key actuarial assumptions include discount rate, trends in salary escalation,
actuarial rates and life expectancy. The discount rate is determined by reference to market
yields at the end of the reporting period on government bonds. The period to maturity of
the underlying bonds correspond to the probable maturity of the post-employment benefit
obligations. Due to complexities involved in the valuation and its long term nature,
defined benefit obligation is sensitive to changes in these assumptions. All assumptions
are reviewed at each reporting period.
Recognition of deferred tax assets

Deferred tax assets and liabilities are recognized for the future tax consequences of
temporary differences between the carrying values of assets and liabilities and their
respective tax bases, and unutilized business loss and depreciation carry-forwards and tax
credits. Deferred tax assets are recognized to the extent that it is probable that future
taxable income will be available against which the deductible temporary differences,
unused tax losses, depreciation carry-forwards and unused tax credits could be utilized.
Recognition and measurement of other provisions
The recognition and measurement of other provisions are based on the assessment of the
probability of an outflow of resources, and on past experience and circumstances known
at the closing date. The actual outflow of resources at a future date may therefore, vary
from the amount included in other provisions.
Discounting of long-term financial assets / liabilities
All financial assets / liabilities are required to be measured at fair value on initial
recognition. In case of financial liabilities/assets which are required to subsequently be
measured at amortised cost, interest is accrued using the effective interest method.
Fair valuation of employee share options
The fair valuation of the employee share options is based on the Black-Scholes model
used for valuation of options. Key assumptions made with respect to expected volatility
includes share price, expected dividends and discount rate, under this option pricing
model.
Determining whether an arrangement contains a lease
At inception of an arrangement, the Group determines whether the arrangement is or

contains a lease.
At inception or on reassessment of an arrangement that contains a lease, the Group

separates payments and other consideration required by the arrangement into those for the
lease and those for other elements on the basis of their relative fair values. If the Group
concludes for a finance lease that it is impracticable to separate the payments reliably,
then an asset and a liability are recognised at an amount equal to the fair value of the
237
underlying asset; subsequently, the liability is reduced as payments are made and an
imputed finance cost on the liability is recognised using the Groups incremental
borrowing rate. And in case of operating lease, treat all payments under the arrangement
as lease payments.
Rebates and sales incentives
Rebates are generally provided to distributors or customers as an incentive to sell the

Groups products. Rebates are based on purchases made during the period by distributor /
customer. The Group determines the estimates of rebate accruals primarily based on the
contracts entered into with their distributors / customers and the information received for
sales made by them.
Fair value of financial instruments
Derivatives are carried at fair value. Derivatives includes foreign currency forward
contracts. Fair value of foreign currency forward contracts are determined using the fair
value reports provided by respective bankers.
Biological Assets
Management uses inputs relating to production and market prices in determining the fair
value biological assets.
6. Measurement of fair values

The Groups accounting policies and disclosures require the measurement of fair values for,
both financial and non-financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair
values. The management regularly reviews significant unobservable inputs and valuation
adjustments. If third party information, such as broker quotes or pricing services, is used to
measure fair values, then the management assesses the evidence obtained from the third
parties to support the conclusion that such valuations meet the requirements of Ind AS,
including the level in the fair value hierarchy in which such valuations should be classified.
When measuring the fair value of a financial asset or a financial liability, the Group uses
observable market data as far as possible. Fair values are categorised into different levels in a
fair value hierarchy based on the inputs used in the valuation techniques as follows.
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
238
Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of
the fair value hierarchy, then the fair value measurement is categorised in its entirety in the
same level of the fair value hierarchy as the lowest level input that is significant to the entire
measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the
reporting period during which the change has occurred.
7. Significant accounting policies
A. Revenue
i. Sale of goods
Revenue from the sale of goods is measured at the fair value of the consideration received or
receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is
recognised when significant risks and rewards of ownership in the goods are transferred to
the buyer as per the terms of contracts and no significant uncertainty exists regarding the
amount of the consideration that will be derived from the sale of the goods.
ii. Dividend income
Dividend income is recognised only when the right to receive the same is established, it is
probable that the economic benefits associated with the dividend will flow to the Group, and
the amount of dividend can be measured reliably.
iii. Interest income
For all financial instruments measured at amortised cost, interest income is recorded using
the effective interest rate (EIR), which is the rate that discounts the estimated future cash
payments or receipts through the expected life of the financial instruments or a shorter
period, where appropriate, to the net carrying amount of the financial assets. Interest income
is included in other income in the Restated Consolidated Statement of Profit and Loss.
B. Foreign currency
i. Transactions and balances
239
Transactions in foreign currencies are translated into the respective functional currencies of
the Group at the exchange rates at the dates of the transactions or an average rate if the
average rate approximates the actual rate at the date of the transaction.
Foreign currency transactions are recorded on initial recognition in the functional currency,
using the exchange rate at the date of the transaction. At each closing date, foreign currency
monetary items are reported using the closing exchange rate. Exchange differences that arise
on settlement of monetary items or on reporting at each closing date of the Group's monetary
items at the closing rate are recognized as income and expenses in the period in which they
arise.
Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates at the dates of transactions. Non-monetary items that are
measured at fair value in a foreign currency shall be translated using the exchange rates at the
date when the fair value was measured.
Exchange differences are generally recognised in the Statement of Profit and Loss, except
exchange differences arising from the translation of the following item which are recognized
in OCI:
- Qualifying cash flow hedges to the extent that the hedges are effective.
C. Employee benefits
i. Short term employee benefits
All employee benefits payable wholly within twelve months of rendering services are
classified as short-term employee benefits. Short-term employee benefits are expensed as the
related service is provided. A liability is recognised for the amount expected to be paid if the
Group has a present legal or constructive obligation to pay this amount as a result of past
service provided by the employee and the obligation can be estimated reliably. The Group
has a scheme of Performance Linked Variable Remuneration (PLVR) which rewards its
employees based on either Economic Value Added (EVA) or Profit before tax (PBT). The
PLVR amount is related to actual improvement made in either EVA or PBT over the
previous year when compared with expected improvements.
Short-term benefits such as salaries, wages, short-term compensation absences, etc., are
determined on an undiscounted basis and recognized in the period in which the employee
renders the related service.
ii. Defined contribution plans
Obligations for contributions to defined contribution plans such as Provident Fund and
Family pension maintained with Regional Provident Fund Office are expensed as the related
service is provided.
240
iii. Defined benefit plans
The following post employment benefit plans are covered under the defined benefit plans:
Provident Fund Contributions other than those made to the Regional Provident Fund
Office of the Government which are made to the Trust administered by the Group.
The Group's contribution to the Provident Fund Trust as established by the Group, is also
considered as a Defined Benefit Plan because, as per the rules of Group's Provident Fund
Scheme, 1952, if the return on investment is less or for any other reason, then the
deficiency shall be made good by the Group.
The Groups net obligation in respect of defined benefit plans is calculated separately for
each plan by estimating the amount of future benefit that employees have earned in the
current and prior periods, discounting that amount and deducting the fair value of any
plan assets.
Gratuity Fund
The Group provides for gratuity, a defined benefit retirement plan covering eligible
employees. The Gratuity Plan provides a lump-sum payment to vested employees at
retirement, death, incapacitation or termination of employment, of an amount based on
the respective employee's salary and the tenure of employment with the Group. The
calculation of defined benefit obligations is performed annually by a qualified actuary
using the projected unit credit method. When the calculation results in a potential asset
for the Group, the recognised asset is limited to the present value of economic benefits
available in the form of any future refunds from the plan or reductions in future
contributions to the plan.
Remeasurement gains and losses arising from experience adjustments and changes in
actuarial assumptions are recognized in the period in which they occur, directly in other
comprehensive income (OCI).
iv. Other long-term employee benefits

Liability toward long-term Compensated Absences are provided for on the basis of an
actuarial valuation, using the Projected Unit Credit Method, as at the date of the Balance
Sheet. Actuarial gains / losses comprising of experience adjustments and the effects of
changes in actuarial assumptions are immediately recognised in the Restated Consolidated
Statement of Profit and Loss.
v. Terminal Benefits:
All terminal benefits are recognized as an expense in the period in which they are incurred.
D. Income Tax
241
Income tax expense comprises current and deferred tax. It is recognised in the Statement of
Profit and Loss except to the extent that it relates to a business combination, or items
recognised directly in equity or in the OCI.
i. Current tax
Current tax is the amount of tax payable (recoverable) in respect of the taxable profit / (tax
loss) for the year determined in accordance with the provisions of the Income-Tax Act, 1961.
Current income tax for current and prior periods is recognized at the amount expected to be
paid to or recovered from the tax authorities, using tax rates and tax laws that have been
enacted or substantively enacted at the reporting date.
Current tax assets and liabilities are offset only if, the Group:
a) has a legally enforceable right to set off the recognised amounts; and
b) intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
ii. Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for:
temporary differences on the initial recognition of assets or liabilities in a transaction that is
not a business combination and that affects neither accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries and associates to the extent that
the Group is able to control the timing of the reversal of the temporary differences and it is
probable that they will not reverse in the foreseeable future; and
taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible
temporary differences to the extent that it is probable that future taxable profits will be
available against which they can be used. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will
be realised; such reductions are reversed when the probability of future taxable profits
improves. Unrecognized deferred tax assets are reassessed at each reporting date and
recognised to the extent that it has become probable that future taxable profits will be
available against which they can be used.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in
the year when the asset is realized or the liability is settled, based on tax rates (and tax laws)
that have been enacted or substantively enacted at the reporting date. Taxes relating to items
recognized directly in equity or OCI is recognized in equity or OCI.
The measurement of deferred tax reflects the tax consequences that would follow from the
manner in which the Group expects, at the reporting date, to recover or settle the carrying
amount of its assets and liabilities.
242
Deferred tax assets and liabilities are offset only if:
a) the entity has a legally enforceable right to set off current tax assets against current tax
liabilities; and
b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the
same taxation authority on the same taxable entity.
E. Inventories
Inventories are carried in the Restated Consolidated Statement of Assets and Liabilities as
follows:
(a) Raw materials, Packing materials, Stock in Trade and Stores & Spares: At lower of cost,
on weighted average basis and net realisable value.
(b) Work-in-progress-Manufacturing: At lower of cost of materials, plus appropriate
production overheads and net realisable value.
(c) Finished Goods-Manufacturing: At lower of cost of materials, plus appropriate
production overheads and net realisable value.
The cost of inventories have been computed to include all cost of purchases, cost of
conversion and other related costs incurred in bringing the inventories to the present
location and condition. Slow and non-moving material, obsolescence, defective
inventories are duly provided for and valued at lower of cost and net realizable value.
Goods and materials in transit are valued at actual cost incurred upto the date of balance
sheet. Materials and supplies held for use in the production of inventories are not written
down if the finished products in which they will be used are expected to be sold at or
above cost.
(d) Land development project in progress includes cost of land, development management
fees, construction cost, allocated interest and expenses attributable to the construction of
the project undertaken by the Group.
F. Property, plant and equipment

i. Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation
and any accumulated impairment losses, if any.
The cost of an item of property, plant and equipment comprises:

a) its purchase price, including import duties and non-refundable purchase taxes, after
deducting trade discounts and rebates.
243
b) any costs directly attributable to bringing the asset to the location and condition necessary
for it to be capable of operating in the manner intended by management.
c) the initial estimate of the costs of dismantling and removing the item and restoring the
site on which it is located, the obligation for which an entity incurs either when the item
is acquired or as a consequence of having used the item during a particular period for
purposes other than to produce inventories during that period.
Income and expenses related to the incidental operations, not necessary to bring the item to
the location and condition necessary for it to be capable of operating in the manner intended
by management, are recognised in the Restated Consolidated Statement of Profit and Loss.
If significant parts of an item of property, plant and equipment have different useful lives,
then they are accounted and depreciated for as separate items (major components) of
property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in the
Restated Consolidated Statement of Profit and Loss.
On transition to Ind AS, the Group has elected to continue with the carrying value of all its
property, plant and equipment as recognized as at April 01, 2015 measured as per the
previous GAAP and use that carrying value as the deemed cost of the property, plant and
equipment.
ii. Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits
associated with the expenditure will flow to the Group.
iii. Depreciation/ Amortizations

Depreciation on tangible fixed assets is provided in accordance with the provisions of
Schedule II of the Companies Act 2013, on Straight Line Method. Depreciation on additions
/ deductions is calculated on pro rata basis from/up to the month of additions/deductions. The
estimated useful lives, residual values and depreciation method are reviewed at the end of
each reporting period, with the effect of any changes in estimate accounted for on a
prospective basis. In case of the following category of property, plant and equipment, the
depreciation has been provided based on the technical specifications, external & internal
assessment, requirement of refurbishments and past experience of the remaining useful life
which is different from the useful life as specified in Schedule II to the Act:
(a) Plant and Machinery: - 20 Years
244
(b) Computer Hardware, Crates, cans and milko testers:
Depreciated over the estimated useful life of 4 years.
(c) Leasehold Land:

Amortized over the primary lease period.
(d) Leasehold improvements:

Amortised over the Primary lease period or 16 years whichever is less
(e) Tree Development Cost: Amortised over a period of 15 years
Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase/acquisition.
G. Borrowing costs
Borrowing costs that are directly attributable to the acquisition or construction of a qualifying
asset that necessarily takes a substantial period of time to get ready for its intended use are
capitalised as part of the cost of that asset till the date it is ready for its intended use or sale.
Other borrowing costs are recognised as an expense in the period in which they are incurred.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the
borrowing of funds. Borrowing cost also includes exchange differences to the extent
regarded as an adjustment to the borrowing costs.
H. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided
to the chief operating decision maker.
I. Intangible assets
Recognition and measurement
Intangible assets are recognized when it is probable that the future economic benefits that are
attributable to the assets will flow to the Group and the cost of the asset can be measured
reliably.
Intangible assets viz. Technical Know-how fees, Grant of Licenses and Computer software,
which are acquired by the Group and have finite useful lives are measured at cost less
accumulated amortisation and any accumulated impairment losses, if any.
The cost of intangible assets at 1st April 2015, the Groups date of transition to Ind AS, was
determined with reference to its carrying value at that date.
Amortisation
245
Amortisation is calculated to write off the cost of intangible assets less their estimated
residual values using the straight-line method over their estimated useful lives, and is
generally recognised in the Statement of Profit and Loss.
The intangible assets are amortised over the estimated useful lives as given below:
- Grant of licenses : 10 years

- Computer Software : 6 years
- Technical Know-how of a capital nature : 6 years
& Product Registration expenses
Amortisation methods, useful lives and residual values are reviewed at each reporting date
and adjusted if appropriate.
Research and Development Expenditure

Research Expenditure:
Revenue expenditure on research & development is charged to the Restated Consolidated
Statement of Profit and Loss of the year in which it is incurred.
Capital expenditure incurred during the period on research & development is accounted for
as an addition to property, plant & equipment.
J. Share-based payments:
a. Employees of the Group receive remuneration in the form of share-based payments,

whereby employees render services as consideration for equity instruments.
b. The cost of equity-settled transactions is determined by the fair value at the date when
the grant is made using an appropriate valuation model.
c. That cost is recognised, together with a corresponding increase in share-based

payment reserves in equity, over the period in which the performance and/or service
conditions are fulfilled. The cumulative expense recognised for equity-settled
transactions at each reporting date until the vesting date reflects the extent to which
the vesting period has expired and the Groups best estimate of the number of equity
instruments that will ultimately vest.
d. When the terms of an equity-settled award are modified, the minimum expense
recognised is the expense had the terms had not been modified, if the original terms
of the award are met. An additional expense is recognised for any modification that
increases the total fair value of the share-based payment transaction, or is otherwise
beneficial to the employee as measured at the date of modification. Where an award
246
is cancelled by the entity or by the counterparty, any remaining element of the fair
value of the award is expensed immediately through the Restated Consolidated
Statement of Profit and Loss.
e. The dilutive effect of outstanding options is reflected as additional share dilution in

the computation of diluted earnings per share.
K. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity. Financial instruments also include
derivative contracts such as foreign currency forward contracts.
Financial instruments also covers contracts to buy or sell a non-financial item that can be
settled net in cash or another financial instrument, or by exchanging financial instruments, as
if the contracts were financial instruments, with the exception of contracts that were entered
into and continue to be held for the purpose of the receipt or delivery of a non-financial item
in accordance with the entitys expected purchase, sale or usage requirements.
Derivatives are currently recognized at fair value on the date on which the derivative contract
is entered into and are subsequently re-measured to their fair value at the end of each
reporting period.
i. Financial assets
Classification
The Group classifies its financial assets in the following measurement categories:
Where assets are measured at fair value, gains and losses are either recognized
entirely in the Restated Consolidated Statement of Profit and Loss (i.e. fair value
through profit or loss), or recognized in Other Comprehensive Income (i.e. fair value
through other comprehensive income).
A financial asset that meets the following two conditions is measured at amortized
cost (net of any write down for impairment) unless the asset is designated at fair value
through profit or loss under the fair value option.
Business model test: The objective of the Groups business model is to hold the
financial asset to collect the contractual cash flows (rather than to sell the instrument
prior to its contractual maturity to realize its fair value changes).
Cash flow characteristics test: The contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
247
Initial recognition & measurement
At initial recognition, the Group measures a financial asset at fair value plus, in the case of a
financial asset not recorded at fair value through the Restated Consolidated Statement of
Profit and Loss, transaction costs that are attributable to the acquisition of the financial asset.
Equity investments (other than investments in associates and joint venture)
All equity investments in scope of Ind-AS 109 are measured at fair value. Equity
instruments which are held for trading are classified as at FVTPL. For all other equity
instruments, the Group decides to classify the same either as at FVOCI or FVTPL. The
Group makes such election on an instrument-by-instrument basis. The classification is
made on initial recognition and is irrevocable.
If the Group decides to classify an equity instrument as FVOCI, then all fair value changes
on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of
the amounts from OCI to profit and loss, even on sale of investment. However, the Group
may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all
changes recognized in the Restated Consolidated Statement of Profit and Loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a Group of
similar financial assets) is primarily derecognised (i.e. removed from the Groups Restated
Consolidated Statement of Assets and Liabilities) when:
The rights to receive cash flows from the asset have expired, or
The Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party
under a pass-through arrangement; and either (a) the Group has transferred substantially
all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset
When the Group has transferred its rights to receive cash flows from an asset or has entered
into a pass-through arrangement, it evaluates if and to what extent it has retained the risks
and rewards of ownership. When it has neither transferred nor retained substantially all of
the risks and rewards of the asset, nor transferred control of the asset, the Group continues
to recognise the transferred asset to the extent of the Groups continuing involvement. In
that case, the Group also recognises an associated liability. The transferred asset and the
248
associated liability are measured on a basis that reflects the rights and obligations that the
Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is
measured at the lower of the original carrying amount of the asset and the maximum
amount of consideration that the Group could be required to repay.
Impairment of financial assets

In accordance with Ind-AS 109, the Group applies expected credit loss (ECL) model for
measurement and recognition of impairment loss on the following financial assets and credit
risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans,
deposits, and bank balance.
b) Trade receivables - The application of simplified approach does not require the Group to
track changes in credit risk. Rather, it recognises impairment loss allowance based on
lifetime ECLs at each reporting date, right from its initial recognition. Trade receivables
are tested for impairment on a specific basis after considering the sanctioned credit limits,
security like letters of credit, security deposit collected etc. and expectations about future
cash flows.
ii. Financial liabilities
Classification
Financial liabilities and equity instruments issued by the Group are classified according to
the substance of the contractual arrangements entered into and the definitions of a financial
liability and an equity instrument.
The Group classifies all financial liabilities as subsequently measured at amortised cost,
except for financial liabilities at fair value through the Restated Consolidated Statement of
Profit and Loss. Such liabilities, including derivatives that are liabilities, shall be
subsequently measured at fair value.
Initial recognition and measurement
Financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the instrument. Financial liabilities are classified, at initial recognition, as
financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as
derivatives designated as hedging instruments in an effective hedge, as appropriate.
249
All financial liabilities are recognised initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable and incremental transaction cost.
Amortised cost is calculated by taking into account any discount or premium on acquisition
and fees or costs that are an integral part of the EIR. The EIR amortisation is included as
finance costs in the Restated consolidated statement of profit and loss.
The Groups financial liabilities include trade and other payables, loans and borrowings
including bank overdrafts, financial guarantee contracts and derivative financial instruments.
Financial guarantee contracts
Financial guarantee contracts issued by the Group are those contracts that require a payment
to be made to reimburse the holder for a loss it incurs because the specified debtor fails to
make a payment when due in accordance with the terms of a debt instrument. Financial
guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction
costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability
is measured at the higher of the amount of loss allowance determined as per impairment
requirements of Ind-AS 109 and the amount recognised less cumulative amortisation.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. When an existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as the derecognition of
the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognized in the restated consolidated statement of profit and loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the
Restated Consolidated Statement of Assets and Liabilities if there is a currently enforceable
legal right to offset the recognised amounts and there is an intention to settle on a net basis,
to realise the assets and settle the liabilities simultaneously.
Derivative financial instruments
250
The Group uses derivative financial instruments, such as forward currency contracts and
interest rate swaps, to hedge its foreign currency risks and interest rate risks respectively.
Such derivative financial instruments are initially recognised at fair value on the date on
which a derivative contract is entered into and are subsequently re-measured at fair value.
The accounting for subsequent changes in fair value depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of item being hedged and the type of
hedge relationship designated.
Derivatives are carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative.
L. Provisions, contingent liabilities and contingent assets
Provisions are recognized when there is a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation.
The expenses relating to a provision is presented in the Restated Consolidated Statement of

Profit and Loss net of any reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting
the expected future cash flows specific to the liability. The unwinding of the discount is
recognised as finance cost.
A provision for onerous contracts is measured at the present value of the lower of the
expected cost of terminating the contract and the expected net cost of continuing with the
contract. Before a provision is established, the Group recognises any impairment loss on the
assets associated with that contract.
A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that may, but will probably not, require an outflow of resources. When there is a
possible obligation or a present obligation in respect of which the likelihood of outflow of
resources is remote, no provision or disclosure is made.
A contingent asset is not recognised but disclosed in the Restated Consolidated financial
information where an inflow of economic benefit is probable.
Commitments includes the amount of purchase order (net of advance) issued to parties for
completion of assets.
Provisions, contingent assets, contingent liabilities and commitments are reviewed at each
closing date.
M. Cash flow hedges that qualify for hedge accounting
251
The effective portion of changes in the fair value of derivatives that are designated and
qualify as cash flow hedges is recognized in the other comprehensive income in cash flow
hedging reserve within equity, limited to the cumulative change in fair value of hedged item
on a present value basis from the inception of hedge. The gain or loss relating to the
ineffective portion is recognized immediately in profit or loss.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the
hedged item affects profit or loss.
N. Leases
In determining whether an arrangement is, or contains a lease is based on the substance of the
arrangement at the inception of the lease. The arrangement is, or contains, a lease date if fulfillment
of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a
right to use the asset, even if that right is not explicitly specified in the arrangement.
i. Lease payments
Payments made under operating leases are recognised in the Restated Consolidated
Statement of Profit and Loss on a straight line basis over the term of the lease unless such
payments are structured to increase in line with expected general inflation to compensate for
the lessors expected inflationary cost increase.
Minimum lease payments made under finance leases are apportioned between the finance
expense and the reduction of the outstanding liability. The finance expense is allocated to
each period during the lease term so as to produce a constant periodic rate of interest on the
remaining balance of the liability.
ii. Lease assets

Assets held by the Group under leases that transfer to the Group substantially all of the risks
and rewards of ownership are classified as finance leases. The leased assets are measured
initially at an amount equal to the lower of their fair value and the present value of the
minimum lease payments. Subsequent to initial recognition, the assets are accounted for in
accordance with the accounting policy applicable to that asset.
Assets held under other leases are classified as operating leases and are not recognised in the
Groups restated statement of assets and liabilities.
O. Impairment of non-financial assets

Goodwill and intangible assets that have infinite useful life are not subjected to amortization
and are tested annually for impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired.
252
The carrying values of other assets/cash generating units at each balance sheet date are
reviewed for impairment if any indication of impairment exists. If the carrying amount of the
assets exceed the estimated recoverable amount, an impairment is recognised for such excess
amount.
The recoverable amount is the greater of the net selling price and their value in use. Value in
use is arrived at by discounting the future cash flows to their present value based on an
appropriate discount factor that reflects current market assessments of the time value of
money and the risk specific to the asset.
When there is indication that an impairment loss recognised for an asset (other than
goodwill) in earlier accounting periods which no longer exists or may have decreased, such
reversal of impairment loss is recognised in the Restated Consolidated Statement of Profit
and Loss, to the extent the amount was previously charged to the Restated Consolidated
Statement of Profit and Loss. In case of goodwill, such reversal is not recognised.
P. Cash and cash equivalents

Cash and cash equivalent in the Restated Consolidated Statement of Assets and Liabilities
comprise cash at banks and on hand and short-term deposits with an original maturity of
three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and
short-term deposits, as defined above, net of outstanding bank overdrafts as they are
considered an integral part of the Groups cash management.
Q. Government Grants
Grants are recognized when there is reasonable assurance that the grant will be received and
all attached conditions will be complied with.
When the grant relates to an asset, the cost of the asset is shown at gross value and grant
thereon is treated as a deferred grant which is recognized as income in the restated
consolidated statement of profit and loss over the period and in proportion in which
depreciation is charged.
Revenue grants are recognized in the Restated consolidated statement of profit and loss in the
same period as the related cost which they are intended to compensate are accounted for.
R. Construction contracts
When the outcome of a construction contract can be estimated reliably and it is probable that
the contract will be profitable, contract revenue is recognized over the period of the contract
by reference to the stage of completion.
253
Contract costs are recognized as expenses by reference to the stage of completion of the
contract activity at the end of the reporting period. When it is probable that total contract
costs will exceed total contract revenue, the expected loss is recognized immediately.
When the outcome of a construction contract cannot be estimated reliably, contract revenue
is recognized only to the extent of contract costs incurred that are likely to be recoverable.
Variations in contract work, claims and incentive payments are included in contract revenue
to the extent that may have been agreed with the customer and are capable of being reliably
measured.
Measurement of construction contract revenue and expense:

The Group uses the percentage-of-completion method to determine the appropriate amount
to recognize in a given period. The stage of completion is measured by reference to the
contract costs incurred up to the end of the reporting period as a percentage of total estimated
costs for each contract. Costs incurred in the year in connection with future activity on a
contract are excluded from contract costs in determining the stage of completion.
S. Earnings Per Share (EPS)

The basic Earnings Per Share (EPS) is computed by dividing the net profit / (loss) after tax
for the year attributable to the equity shareholders by the weighted average number of equity
shares outstanding during the year.
For the purpose of calculating diluted earnings per share, net profit/(loss) after tax for the
year attributable to the equity shareholders and the weighted average number of equity shares
outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
T. Biological assets
Biological assets are measured at fair value less costs to sell, with any change therein being
recognized in the Restated consolidated statement of profit or loss.
254
Annexure VI: Notes to the Restated Consolidated Financial Information
Note - 2 Property, plant and equipment

(Rs. in million)
Office & Tree

Plant and Furniture and Leasehold Livestock Research
Freehold Land Leasehold Land Buildings Vehicles Others Development Total
Machinery Fixtures Improvements used for R&D Center
PARTICULARS Equipment Cost
Quarter ended June 30, 2017

Gross carrying amount
Cost as at April 1, 2017 3,253.00 332.26 3,547.61 5,578.54 95.14 338.38 234.67 8.05 10.91 4.57 0.01 13,403.14
Taken over - - - - - - - - - - - -
Additions 2.14 - 29.70 279.13 4.76 11.65 16.21 - 7.63 - - 351.22
Disposals - - (0.05) (4.62) (0.01) (9.06) (0.39) - - - - (14.13)
Closing Gross Block 3,255.14 332.26 3,577.26 5,853.05 99.89 340.97 250.49 8.05 18.54 4.57 0.01 13,740.23
Accumulated Depreciation
Accumulated depreciation as at April 1, 2017 - 6.42 202.12 829.22 18.25 60.68 55.60 8.05 1.54 0.74 - 1,182.62
Depreciation charge during the quarter - 1.28 31.36 151.99 2.83 11.67 8.80 - 0.60 0.12 - 208.65
Disposals - - (0.00) (0.52) (0.00) (2.12) (0.28) - - - - (2.92)
Closing Accumulated Depreciation - 7.70 233.48 980.69 21.08 70.23 64.12 8.05 2.14 0.86 - 1,388.35
Net carrying amount as at June 30, 2017 3,255.14 324.56 3,343.78 4,872.36 78.81 270.74 186.37 (0.00) 16.40 3.71 0.01 12,351.88
Year ended March 31, 2017

Cost as at April 1, 2016 2,986.88 332.26 3,000.59 4,662.16 82.74 228.62 165.97 8.05 2.91 4.58 0.07 11,474.83
Taken over 163.88 - 248.03 184.19 0.94 47.25 2.21 - - - - 646.50
Additions 164.40 - 299.01 791.36 14.16 82.76 69.28 - 8.00 0.56 - 1,429.53
Disposals (62.16) - (0.02) (59.17) (2.70) (20.25) (2.79) - - (0.57) (0.06) (147.72)
Accumulated depreciation as at April 1, 2016 - 2.64 83.58 339.75 7.67 26.50 22.49 4.03 0.54 0.37 - 487.57
Depreciation charge during the year - 3.78 118.54 507.10 11.18 38.90 33.91 4.02 1.00 0.45 - 718.88
Disposals - - (0.00) (17.63) (0.60) (4.72) (0.80) - - (0.08) - (23.83)
Net carrying amount as at March 31, 2017 3,253.00 325.84 3,345.49 4,749.32 76.89 277.70 179.07 - 9.37 3.83 0.01 12,220.52

Deemed Cost as at April 1, 2015 462.11 137.01 1,236.17 3,109.30 24.20 151.79 89.67 8.05 1.76 4.45 0.08 5,224.59
Taken over 2,502.07 25.00 617.42 722.54 13.94 28.97 19.43 - - - - 3,929.37
Additions 27.94 170.25 1,153.45 841.19 45.13 54.93 57.60 - 1.15 1.15 - 2,352.79
Disposals (5.24) - (6.45) (10.87) (0.53) (7.07) (0.73) - - (1.02) (0.01) (31.92)
Disposals - - (0.31) (1.04) (0.09) (0.60) (0.16) - - (0.05) - (2.25)
Closing Accumulated Depreciation - 2.64 83.58 339.75 7.67 26.50 22.49 4.03 0.54 0.37 - 487.57
Net carrying amount as at March 31, 2016 2,986.88 329.62 2,917.01 4,322.41 75.07 202.12 143.48 4.02 2.37 4.21 0.07 10,987.26
255
Office & Tree

Cost as at April 1, 2014 443.28 105.75 1,054.67 3,055.57 27.70 86.18 68.23 14.92 2.28 - 0.13 4,858.71
Additions 18.83 35.55 316.03 650.65 11.51 104.60 53.65 - 0.05 4.66 - 1,195.53
Disposals - - (4.74) (15.88) (0.63) (8.22) (0.75) - (0.29) - (0.05) (30.56)
Closing Gross Block 462.11 141.30 1,365.96 3,690.34 38.58 182.56 121.13 14.92 2.04 4.66 0.08 6,023.68
Accumulated depreciation as at April 1, 2014 - 2.77 72.06 339.59 10.69 15.14 16.69 5.72 0.18 - 0.01 462.85
Depreciation charge during the year - 1.52 58.81 251.34 4.30 19.15 15.33 1.15 0.40 0.21 0.02 352.23
Disposals - - (1.08) (9.89) (0.61) (3.52) (0.56) - (0.30) - (0.03) (15.99)
Net carrying amount as at March 31, 2015 462.11 137.01 1,236.17 3,109.30 24.20 151.79 89.67 8.05 1.76 4.45 0.08 5,224.59
Year ended March 31, 2014- Proforma
Cost as at April 1, 2013 287.08 105.42 738.46 1,793.41 21.90 60.94 59.12 14.92 1.11 - 0.17 3,082.53
Taken over 1.06 0.00 0.00 1.57 (0.00) 0.05 (0.00) - - - - 2.68
Additions 159.96 0.33 317.33 1,274.33 6.00 31.99 9.87 - 1.24 - 1,801.05
Disposals (4.82) - (1.12) (13.74) (0.20) (6.80) (0.76) - (0.07) - (0.04) (27.55)
Closing Gross Block 443.28 105.75 1,054.67 3,055.57 27.70 86.18 68.23 14.92 2.28 - 0.13 4,858.71
Depreciation charge during the year - 1.34 39.46 189.63 7.92 9.78 9.33 1.75 0.15 - 0.00 259.36
Disposals - - (0.15) (4.29) (0.03) (1.72) (0.02) - (0.07) - - (6.28)
Closing Accumulated Depreciation - 2.77 72.06 339.59 10.69 15.14 16.69 5.72 0.18 - 0.01 462.85
Net carrying amount as at March 31, 2014 443.28 102.98 982.61 2,715.98 17.01 71.04 51.54 9.20 2.10 - 0.12 4,395.86
Deemed Cost as at April 1, 2012- Proforma 250.28 104.94 314.11 812.93 17.19 42.95 39.84 14.92 0.07 - 0.13 1,597.36
Taken over - 0.48 13.87 41.56 0.42 0.45 1.80 - - - - 58.58
Additions 36.80 - 410.48 944.89 4.35 22.54 18.05 - 1.04 - 0.04 1,438.19
Disposals - - - (5.97) (0.06) (5.00) (0.57) - - - - (11.60)
Closing Gross Block 287.08 105.42 738.46 1,793.41 21.90 60.94 59.12 14.92 1.11 - 0.17 3,082.53
Taken over - 0.10 7.69 23.44 0.38 0.18 0.56 - - - - 32.35
Disposals - - - (1.07) (0.00) (0.54) (0.03) - - - - (1.64)
256
On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as at April 1, 2015 measured as per the previous Indian GAAP and use that carrying value as the deemed cost of the property, plant and equipment. The
Group has followed the same accounting policy choice as initially adopted on transition date i.e. April 1, 2015 while preparing Proforma Restated schedule for the years ended March 31, March 31,2015, March 31,2014, March 31,2013 and March 31,2012.
Deemed cost as on 1 April 2015 (Rs. In millions)

Office & Tree
PARTICULARS Machinery Fixtures Improvements used for R&D Center
Equipment Cost
Gross Block as on 1 April 2015 462.11 143.43 1,452.64 4,149.12 54.79 190.22 133.35 41.48 2.91 4.66 1.58 6,636.29
Accumulated Depreciation till 1 April 2015 - 6.42 216.47 1,039.82 30.59 38.43 43.68 33.43 1.15 0.21 1.50 1,411.70
Net Block treated as Deemed cost upon transition 462.11 137.01 1,236.17 3,109.30 24.20 151.79 89.67 8.05 1.76 4.45 0.08 5,224.59
Deemed cost as on 1 April 2012 -Proforma (Rs. In millions)

Office & Tree
Gross Block as on 1 April 2012 250.28 107.13 409.29 1,303.80 34.09 61.12 58.31 41.48 2.21 - 1.72 2,269.43
Accumulated Depreciation till 1 April 2012 - 2.19 95.18 490.87 16.90 18.17 18.47 26.56 2.14 - 1.59 672.07
Net Block treated as Deemed cost upon transition (proforma) 250.28 104.94 314.11 812.93 17.19 42.95 39.84 14.92 0.07 - 0.13 1,597.36
Note:
2.1. Legal formalities relating to the transfer of title of immovable assets situated at Chennai (acquired as a part of the take over of Agrovet business from Godrej Industries Limited), Hyderabad (as part of the merger of Godrej Plant Biotech Limited), Dhule (as part of the merger of Goldmohur
Foods & Feeds Ltd), Hanuman Jn. (as part of the merger of Golden Feed Products Ltd), Chintampalli (as part of the merger of Godrej Gokarna Oil palm Limited), Ariyalur & Varanavasi (as part of the merger of Cauvery Oil Palm Limited) and at Kolkata are being complied with.
2.2. Assets under Taken over relates to subsidiaries / businesses acquired.
257
Note - 3 Intangible assets

(Rs. in million)
Computer Tech Know Grant of Product

Brand Total
Software How Fees Licenses Registration
PARTICULARS
Cost as at April 1, 2017 126.18 382.22 - 170.05 27.05 705.50

Additions 9.76 - - - - 9.76
Disposals - - - - - -
Closing Gross Block 135.94 382.22 - 170.05 27.05 715.26
Accumulated amortisation
Accumulated amortisation as at April 1, 2017 44.52 - - 85.02 17.18 146.72
Amortisation charge during the quarter 6.39 - - 10.63 1.41 18.43
Closing Accumulated amortisation 50.91 - - 95.65 18.59 165.15
Net carrying amount as at June 30, 2017 85.03 382.22 - 74.40 8.46 550.11

Cost as at April 1, 2016 85.51 382.22 - 170.05 27.05 664.83

Additions 40.67 - - - - 40.67
Accumulated amortisation as at April 1, 2016 22.39 - - 42.51 11.54 76.44
Amortisation charge during the year 22.13 - - 42.51 5.64 70.28
Net carrying amount as at March 31, 2017 81.66 382.22 - 85.03 9.87 558.78

Deemed Cost as at April 1, 2015 47.94 - - 170.05 - 217.99
Taken over 16.06 382.22 - - 24.49 422.77
Additions 21.51 - - - 2.56 24.07
Amortisation charge during the year 22.39 - - 42.51 11.54 76.44
Net carrying amount as at March 31, 2016 63.12 382.22 - 127.54 15.51 588.39

Cost as at April 1, 2014 77.43 - - 297.58 - 375.01

Additions 18.56 - - - - 18.56
Closing Gross Block 95.99 - - 297.58 - 393.57
Accumulated amortisation as at April 1, 2014 30.52 - - 85.02 - 115.54
Amortisation charge during the year 17.53 - - 42.51 - 60.04
Closing Accumulated amortisation 48.05 - - 127.53 - 175.58
Net carrying amount as at March 31, 2015 47.94 - - 170.05 - 217.99
258
Brand Total
PARTICULARS

Cost as at April 1, 2013 76.64 - - 297.58 - 374.22

Additions 0.79 - - - - 0.79
Accumulated amortisation as at April 1, 2013 14.14 - - 42.51 - 56.65
amortisation charge during the year 16.38 - - 42.51 - 58.89

Deemed Cost as at April 1, 2012- Proforma 52.34 - - 297.58 - 349.92
Additions 24.30 - - - - 24.30
amortisation charge during the year 14.14 - - 42.51 - 56.65
3.1. To give effect to the Order of the Honorable High Court of Judicature at Bombay passed during the year as on March 31,2012 regarding the scheme of
Amalgamation of Godrej Gokarna Oil Palm Limited & Godrej Oil Palm Limited, the amortisation of Grant of Licenses are charged against the balance in the
General Reserve Account.
3.2. On transition to Ind AS, the Group has elected to continue with the carrying value of all of its intangible assets recognised as at April 1, 2015 measured as per
the previous Indian GAAP and use that carrying value as the deemed cost of the intangible assets. The Group has followed the same accounting policy choice as
initially adopted on transition date i.e. April 1, 2015 while preparing Proforma Restated schedule for the years ended March 31, March 31,2015, March 31,2014,
March 31,2013 and March 31,2012.
259
Deemed cost as on 1 April 2015 (Rs. in million)

Brand Total
PARTICULARS
Gross Block as on 1 April 2015 119.77 - 20.00 425.12 - 564.89
Accumulated Depreciation till 1 April 2015 71.83 - 20.00 255.07 - 346.90
Restated Net Block treated as Deemed cost upon
transition 47.94 - - 170.05 - 217.99
Deemed cost as on 1 April 2012- Proforma (Rs. in million)

Brand Total
PARTICULARS
Gross Block as on 1 April 2012 76.12 - 20.00 425.12 - 521.24
Accumulated Depreciation till 1 April 2012 23.78 - 20.00 127.54 - 171.32
Restated Net Block treated as Deemed cost upon
transition 52.34 - - 297.58 - 349.92
The Goodwill and Indefinite life intangible assets (Brand) are tested for impairment and accordingly no impairment charges were identified for the
period ended June 30, 2017, March 31, 2017 and March 31, 2016.
The Goodwill arises from the following Groups Cash Generating Units (CGU): (Rs. In million)
June 30, 2017 March 31, 2017 March 31, 2016
Astec Lifesciences Limited 1,181.67 1,181.67 1,181.67
Creamline Dairy Products Limited 767.00 767.00 767.00
Total 1,948.67 1,948.67 1,948.67
As at March 31, 2013 Goodwill on consolidation amounting to Rs. 10.14Mn pertains to acquisition of Goldmohour Agrochem & Feeds Limited.
Susequently, this company has been merged with Godrej Agrovet Limited as per Court Order dated September 20, 2013 with effect from October
01, 2013 under the purchase method subject to the Court Order whereby the Goodwill created has been adjusted against the General Reserve in the
books of Godrej Agrovet Limited. (Refer Note No.50)
Astec Lifesciences Limited
The recoverable amount of this Cash Generating Unit (CGU) is the higher of its fair value less cost to sell and its value in use. The goodwill
allocated pertains to a listed entity and accordingly, the fair value of the CGU is determined based on market capitalisation.
Creamline Dairy Products Limited
The recoverable amount of a CGU is based on its value in use. The value in use is estimated using discounted cash flows over a period of 5 years.
Cash flows beyond 5 years is estimated by capitalising the future maintainable cash flows by an appropriate capitalisation rate and then discounted
using pre-tax discount rate.
Operating margins and growth rates for the five year cash flow projections have been estimated based on past experience and after considering the
financial budgets/forecasts provided by the management. Other key assumptions used in the estimation of the recoverable amount are set out below.
The values assigned to the key assumptions represent managements assessment of future trends in the relevant industry and have been based on
historical data from both external and internal sources.
March 31, March 31,
Particulars June 30, 2017
2017 2016
Pre tax discount rate 12% 12% 12%
Long term growth rate beyond 5 years 6% - 9% 6% - 9% 6% - 9%
The management believes that any reasonably possible change in the key assumptions would not cause the carrying amount to exceed the
recoverable amount of the CGU.
260
Note - 4 Biological Assets

A. Reconciliation of carrying amount
June 30, 2017 (Rs. in million)

Particulars Poultry Oil palm saplings Total
Qty. Amount Qty. Amount
Balance as at April 1, 2017 - - 6,12,172 46.70 46.70
Add:
Purchases - - 15,000 0.31 0.31
Production/ Cost of Development - - - 0.55 0.55
Less:
Sales / Disposals - - (30,457) (2.17) (2.17)
Change in fair value less cost to sell: - - - (0.07) (0.07)
Balance as at June 30, 2017 - - 5,96,715 45.32 45.32
March 31, 2017 (Rs. in million)

Balance as at April 1, 2016 - - 12,05,458 88.68 88.68
Add:
Purchases - - 60,000 1.24 1.24
Production/ Cost of Development - - - 4.22 4.22
Less:
Sales / Disposals - - (6,53,286) (46.58) (46.58)
Change in fair value less cost to sell: - - - (0.86) (0.86)
Balance as at March 31, 2017 - - 6,12,172 46.70 46.70

Balance as at April 1, 2015 3,25,469 18.13 12,94,667 105.23 123.36
Add:
Purchases 14,013 2.53 4,92,200 17.81 20.34
Production/ Cost of Development 4,88,736 7.69 - 12.02 19.71
Less:
Sales/ Disposals (8,28,218) (30.11) (5,81,409) (45.27) (75.38)
Change in fair value less cost to sell: - 1.76 - (1.11) 0.65

Particulars Poultry Oil palm saplings Plant Biotech Total
Qty. Amount Qty. Amount Qty. Amount
Balance as at April 1, 2014 2,74,280 21.64 20,44,696 156.27 11,486 6.38 184.29
Add:
Purchases 10,563 1.89 1,25,000 2.52 - - 4.41
Production/ Cost of Development 39,73,501 65.91 - 13.41 - - 79.32
Less:
Sales/ Disposals (39,32,875) (68.97) (8,75,029) (61.13) (11,486) (5.92) (136.02)
Change in fair value less cost to sell: - (2.34) - (5.84) - (0.46) (8.64)
Balance as at March 31, 2015 3,25,469 18.13 12,94,667 105.23 - - 123.36
261
March 31, 2014- Proforma (Rs. in million)
Balance as at April 1, 2013 1,44,222 12.93 21,19,857 152.11 1,48,617 1.30 166.34
Opening work in progress - - - - - 12.45 12.45
Add:
Purchases 39,682 6.12 11,69,000 59.37 3,465 0.02 65.61
Production/ Cost of Development 34,34,566 63.56 - 46.96 52,55,737 46.86 157.28
Less:
Change in work in progress - - - - - (6.68) (6.68)
Sales/ Disposals (33,44,190) (62.25) (12,44,161) (85.41) (53,96,333) (45.65) (193.31)
Change in fair value less cost to sell: - 1.28 - (16.76) - (1.92) (17.40)
Balance as at March 31, 2014 2,74,280 21.64 20,44,696 156.27 11,486 6.38 184.29
March 31, 2013- Proforma (Rs. in million)

Balance as at April 1, 2012- Proforma 4,24,379 2.12 14,02,388 90.63 3,61,217 2.93 95.68
Add:
Purchases 27,803 4.42 17,11,000 77.45 2,90,486 2.34 84.21
Less:
Change in work-in progress - - - - - (2.75) (2.75)
Sales/ Disposals (15,03,883) (38.13) (9,93,531) (72.48) (60,09,516) (40.92) (151.53)
Change in fair value less cost to sell: - 36.96 - 1.42 - (1.80) 36.58
Balance as at March 31, 2013 1,44,222 12.93 21,19,857 152.11 1,48,617 13.75 178.79
The Group discontinued the poultry operations in 2015-16 and plant biotech operations in 2014-15.
B. Measurement of Fair value
i. Fair Value hierarchy

The fair value measurements for poultry, oil palm saplings and plant biotech has been categorised as Level 3 fair values based on the inputs to valuation technique used.
ii. Level 3 Fair values

The following table shows a break down of the total gains (losses) recognised in respect of Level 3 fair values-
(Rs. In millions)
June 30, 2017 March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
Particulars Proforma Proforma Proforma
Gain/(loss) included in 'other operating revenue' (0.07) (0.86) 0.65 (8.64) (17.40) 36.58
Change in fair value (realised) (0.07) (1.63) (0.65) (12.04) (29.47) 7.13
Change in fair value (unrealised) 0.00 0.77 1.30 3.40 12.07 29.45
INR 0.00 represents Rs. 689.07 change in fair value (unrealised) of biological assets for the quarter ended June 30, 2017
262
iii. Valuation techniques and significant unobservable inputs
Type Valuation technique Significant

Inter-relationship between
unobservable inputs
significant unobservable inputs
and fair value measurement
Poultry stock - it comprises of parent chicken, Discounted cash flows 1. Estimated price of each component The estimated fair valuation would
eggs and live birds for parent chicken, eggs, and live birds increase/(decrease) if
2. Discounting is not done considering - Estimated price of each component
the plan to sell the inventory in less of poultry stock was higher (lower)
than one year. - discounting is done for the expected
cash flows
Oil Palm Saplings and Plant Biotech - it comprises Cost approach and percentage completion method 1. Estimated cost of completing the The estimated fair valuation would
the stock under cultivation stock under cultivation per increase/(decrease) if
sapling/Plantlets - Estimated cost to complete was
lower (higher)
B. Risk Management strategies related to agricultural activities

The group is exposed to the following risks relating to its agricultural activities
i. Regulatory and environmental risks

The Group is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other
laws.
ii. Supply and demand risks

The Group is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the Group manages this risk by aligning its harvest volume to market supply and demand.
Management performs regular industry trend analyses for projected harvest volumes and pricing.
iii. Climate and other risks
The Group's plantations are exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The Group has extensive processes in place aimed at monitoring and mitigating
those risks, including regular forest health inspections and industry pest and disease surveys.
(Rs. in million)
Profit or (loss)
Cash flow sensitivity (net) 10% increase 10% decrease
June 30, 2017 (0.70) 0.76
March 31,2017 (0.07) 0.08
March 31,2016 (0.56) 0.59
March 31,2015- Proforma (2.69) (0.14)
March 31,2014- Proforma (1.65) 5.48
March 31,2013- Proforma (16.75) 19.51
263

(Rs. in million)
As at As at As at As at As at As at
March 31, 2014 March 31, 2013
June 30, 2017 March 31, 2017 March 31, 2016 March 31, 2015
Proforma Proforma
Note 5
Equity accounted investees
(a) Investment in associates

Unquoted
Creamline Dairy Products Limited - - - 281.19 264.83 226.73
(considered as subsidiary from December 21, 2015)
March 31, 2015: 2,671,993, March 31, 2014: 2,671,993 and March 31, 2013
2,671,993 Equity Shares of Rs. 10/- each
Polchem Hygiene Laboratories Private Limited - - - 54.03 44.75 39.99
Nil (March 31, 2017: Nil, March 31, 2016: Nil, March 31, 2015: 455,000,
March 31, 2014: 455,000, March 31, 2013: 455,000) Equity Shares of Rs. 10/-
each
Al Rahaba International Trading Limited Liability Company 0.10 2.04 26.85 35.70 46.68 26.88
24 (March 31, 2017, March 31, 2016, March 31, 2015 & March 31, 2014 &
March 31, 2013: 24) Equity Shares of AED. 1500/- each
Aadhaar Wholesale Trading & Distribution Limited - - - - 50.05
(Formerly known as Aadhaar Retailing Limited)
Nil (March 31, 2017: Nil, March 31, 2016: Nil, March 31, 2015: Nil, March
31, 2014: Nil and March 31, 2013 6,800,000 Equity Shares of Rs. 10/- each
(b) Investment in joint venture

Unquoted
Godrej Tyson Foods Limited 876.39 846.54 749.21 656.27 601.60 522.48
97,461 (March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014
and March 31, 2013 97,461) Equity Shares of Rs.10/- each
ACI Godrej Agrovet Private Limited 647.90 627.28 511.74 343.86 241.13 197.32
1,850,000 (March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014
March 31, 2013 1,850,000) Equity Shares of Rs.10/- each
Omnivore India Capital Trust 326.61 278.64 259.25 121.09 88.61 38.71
2125 (March 31, 2017 2125, March 31, 2016 1875, March 31, 2015 1250,
March 31, 2014 875 and March 31, 2013 450) Units of Rs. 1,00,000/- each
TOTAL 1,851.00 1,754.50 1,547.05 1,492.14 1,287.60 1,102.16
Aggregate value of Unquoted Securities 1,851.00 1,754.50 1,547.05 1,492.14 1,287.60 1,102.16
Aggregate value of Quoted Securities - - - - - -
Market value of Quoted Securities - - - - - -
Aggregate amount of Impairment in the value of investments - - - - - -
Note 6
Non-current Financial assets- Investments
(A) Investments at fair value through profit or loss
Unquoted
Investments in Equity Instruments 0.01 0.01 0.01 - - 2.50
Investment in Limited Liability Partnership - - - 0.05 0.05 0.05
Investments in Co-operative society 0.08 0.08 0.08 0.03 0.03 0.03
Investments in Mutual funds - - -
(B) Investments at amortised cost

Investments in government or trust securities - - 0.04 - - -
TOTAL 0.09 0.09 0.13 0.08 0.08 2.58
Aggregate value of Unquoted Securities 0.09 0.09 0.13 0.08 0.08 2.58
Aggregate value of Quoted Securities - - - - - -
Market value of Quoted Securities - - - - - -
Aggregate amount of Impairment in the value of investments - - - - - -
264

(Rs. in million)
Proforma Proforma
Note 7
Non-current Financial assets- Trade receivables
Unsecured and considered doubtful 119.53 77.78 42.45 20.80 31.79 33.14
Less : Allowances for Doubtful Receivables (119.53) (77.78) (42.45) (20.80) (31.79) (33.14)
- - - - - -
(Rs. in million)
Proforma Proforma
Note 8
Non-current Financial assets- Loans
(Unsecured, considered good unless otherwise stated)
Loan to ESOP Trust of Holding Company - - - - - 109.70

Loans And Advances to Related Parties - - - - - 19.70
Security deposits
Considered good 142.10 143.85 125.49 97.09 84.88 85.81
Considered doubtful 2.26 5.93 0.76 0.26 - -
Less : Allowance for bad and doubtful deposits (2.26) (5.93) (0.76) (0.26) - -
Net Deposits 142.10 143.85 125.49 97.09 84.88 215.21
Loan to Employees 5.17 5.93 5.02 3.75 4.11 3.93

TOTAL 147.27 149.78 130.51 100.84 88.99 219.14
(Rs. in million)
Proforma Proforma
Note 9
Non-current Financial assets- Others
Claims receivable 14.61 16.05 15.90 15.30 14.61 14.72
Interest accrued but not due on fixed deposits 0.01 0.51 0.43 0.32 0.01 0.20
Bank Deposit with more than 12 months maturity 1.46 2.46 3.64 2.09 2.74 1.67
Finance Lease Receivable 29.97 31.61 38.05 - - -
Other advances - - - - 0.10 -
TOTAL 46.05 50.63 58.02 17.71 17.46 16.59
(Rs. in million)
Proforma Proforma
Note 10
Other non-current assets
Capital advances 444.23 267.53 133.01 100.34 83.14 200.56
Balance with Government Authorities 170.42 169.47 189.57 35.17 27.25 30.10
Share Application money pending for Allotment - - - - - 5.00
Others
i) Considered good 28.34 47.11 40.32 38.76 8.50 7.11
ii) Considered doubtful (15.32) 9.83 5.82 1.89 - 6.05
Less : Allowance for Doubtful Advances 15.32 (9.83) (5.82) (1.89) - (6.05)
TOTAL 642.99 484.11 362.90 174.27 118.89 242.77
265

(Rs. in million)
Proforma Proforma
Note 11
Inventories
(Valued at lower of cost and net realizable value)
Raw materials 4,771.11 4,264.16 4,226.20 2,416.09 2,169.21 1,990.28
Raw Materials in Transit 32.91 - 20.58 0.24 - 5.78
Work-in-Progress 358.72 372.98 223.70 230.23 40.14 76.36
Project-in-Progress 617.57 607.19 - - - -
Finished goods 1,319.19 1,281.67 1,365.30 621.94 440.09 371.99
Stock-in-Trade 734.89 638.56 616.18 509.72 451.12 256.39
Stock-in-Trade in Transit - - - - - 0.36
Stores and Spares 242.44 216.12 213.43 109.57 92.26 80.77
TOTAL 8,076.83 7,380.68 6,665.39 3,887.79 3,192.82 2,781.93
(Rs. in million)
Proforma Proforma
Note 12
Current Financial assets- Investments
(A) Investment in equity of associate
Unquoted
Polchem Hygiene Laboratories Private Limited - - 72.67 - - -
(March 31, 2016: 455,000 Equity shares of Rs. 10 each)
(B) Other investments

Investments at fair value through profit and loss
Investments in Equity instruments
Quoted
Future Consumer Enterprises Limited - - - 366.11 - -
(March 31, 2015: 30,256,870 Equity shares of Rs. 6 each)
Investment in mutual funds(debt) 100.08 - 519.89 - - -

Total 100.08 - 592.56 366.11 - -
b. Market Value of Quoted Investments

Quoted
Book value 100.08 - 519.89 366.11 - -
Market value 100.08 - 519.89 366.11 - -
Unquoted - Book value - - 72.67 - - -
(Rs. in million)
Proforma Proforma
Note 13
Trade receivables
Trade receivables outstanding
- Secured and considered good (Refer Note 13.1) 760.55 754.46 822.15 777.66 632.51 438.06
- Unsecured and considered good 6,446.99 4,465.37 3,723.25 1,914.95 1,626.02 1,379.68
TOTAL 7,207.54 5,219.83 4,545.40 2,692.61 2,258.53 1,817.74
Note No. 13.1. Secured by Security Deposits collected from customers or Bank Guarantees held against them. (Rs. in million)
Proforma Proforma
Note 14
Cash and cash equivalents
Balances with Banks:
On Current Accounts 297.09 456.09 255.27 113.41 89.53 132.58
Deposit with less than 3 months maturity - - - - 1,000.00 0.48
Cheques, Drafts on Hand - 29.90 16.57 3.81 33.01 66.81
Saving Bank Account of Company's ESOP Trust 13.46 7.72 0.46 0.94 5.41 0.13
Cash on hand 64.28 44.48 42.00 12.23 10.64 12.51
TOTAL 374.83 538.19 314.30 130.39 1,138.59 212.51
(Rs. in million)
Proforma Proforma
Note 15
Other bank balances
Deposit with more than 3 months but less than 12 months maturity (Refer
7.91 70.90 67.33 44.53 6.42 6.41
Note no. 15.2)
Margin Money (Refer Note 15.1) 13.53 13.35 37.56 - - -
Unpaid dividend 0.53 0.53 0.45 - - -
21.97 84.78 105.34 44.53 6.42 6.41
Note No. 15.1. Margin Money Balance held is towards security for Letter of Credit / Bank Guarantees.
Note No. 15.2. Fixed deposits pledged with Banks for Guarantees issued, during the quarter ended June 30, 2017 is Rs.7.70 Mn, year ended March 31, 2017 is Rs.7.70 Mn, March 31, 2016
Rs.2.72 Mn , March 31, 2015 Rs. 2.65 Mn and March 31, 2014 Rs.2.62 Mn.
266

(Rs. in million)
Proforma Proforma
Note 16
Current Financial assets- Loans
Unsecured, Considered Good, Unless Otherwise Stated
1. Loans and advances to related parties
Loan to ESOP Trust
Considered good 64.54 163.38 556.02 598.59 613.56 512.64
Considered doubtful - - 200.00 200.00 200.00 200.00
Less : Allowance for doubtful advance - - (200.00) (200.00) (200.00) (200.00)
Intercorporate Deposits - - 674.96 296.46 191.95 185.00
Other loans and advances to related parties 27.04 26.89 127.70 27.42 20.73 44.44
2. Loans and Advances - Others
Loans and advances to employees 15.05 6.52 5.22 3.57 3.66 2.50
Loan to LLP - - - 21.00 - -
Security and other deposits 18.29 15.04 12.77 4.03 20.16 1.26
Other Loans & Advances 8.91 43.51 12.59 7.85 1.44 32.35
TOTAL 133.83 255.34 1,389.26 958.92 851.50 778.19
(Rs. in million)
Proforma Proforma
Note 17
Current Financial assets- Others
Interest Accrued on Inter-Corporate Deposits - 0.67 76.70 49.88 31.53 17.05
Interest on Bank Fixed Deposit 0.60 0.35 0.51 0.40 1.50 -
Interest Accrued on other Deposits 0.48 1.29 0.20 0.88 0.25 -
Non-Trade Receivables 78.96 74.61 388.18 30.84 30.84 -
Others 32.92 32.16 77.68 53.40 67.75 25.33
Derivative asset - - - - - 5.30
Lease receivable 5.80 5.61 4.16 - - -
TOTAL 118.76 114.69 547.43 135.40 131.87 47.68
(Rs. in million)
Proforma Proforma
Note 18
Other current assets
Advances to suppliers 229.09 170.65 134.05 184.94 85.97 79.32
Balance with government authorities 499.05 184.79 158.57 40.51 44.86 31.30
Advances Recoverable in cash or kind 377.17 271.01 226.38 127.67 76.65 44.83
TOTAL 1,105.31 626.45 519.00 353.12 207.48 155.45
267

(Rs. in million)
Particulars As at As at As at As at As at As at
Proforma Proforma
Note 19
Share Capital
a Authorised :
224,994,000 (March 31, 2017: 224,994,000, March 31, 2016: 99,994,000, March
31, 2015: 1,00,000,000, March 31, 2014: 50,150,000, March 31, 2013: 2,249.94 2,249.94 999.94 1,000.00 501.50 501.50
50,150,000) Equity Shares of Rs. 10 each
6000 (as at March 31, 2017: 6,000, March 31 , 2016 6,000) Preference
0.06 0.06 0.06 - - -
shares of the par value of Rs. 10 each
TOTAL 2,250.00 2,250.00 1,000.00 1,000.00 501.50 501.50
b Issued, Subscribed and Paid-up:
185,130,876 (March 31,2017: 185,130,876, March 31,2016 and March 31, 2015:
92,565,438, March 31, 2014 and March 31, 2013: 13,223,634) Equity shares of Rs. 1,851.31 1,851.31 925.65 925.65 132.24 132.24
10 each fully paid up were issued
TOTAL 1,851.31 1,851.31 925.65 925.65 132.24 132.24
c Reconciliation of number of shares outstanding at the beginning and end of the year :
(Rs. in million)
Equity shares : No. of shares Amount
Outstanding at the beginning of the year as at April 1, 2012- Proforma 1,21,18,752 121.19
Issued during the year
Equity Shares of Rs.10 each fully paid to V-Sciences Investments Pte Ltd 5,18,118 5.18
Equity Shares of Rs.10/- each fully paid to the Company's ESOP Trust. 5,86,764 5.87
Outstanding as at year ended March 31, 2013- Proforma 1,32,23,634 132.24
Issued during the year - -

Outstanding as at year ended March 31, 2014- Proforma 1,32,23,634 132.24

Bonus shares issued 7,93,41,804 793.41
Outstanding as at year ended March 31, 2015 9,25,65,438 925.65

Outstanding as at year ended March 31, 2016 9,25,65,438 925.65

Bonus shares issued 9,25,65,438 925.66
Outstanding as at year ended March 31, 2017 18,51,30,876 1,851.31

Outstanding as at quarter ended June 30, 2017 18,51,30,876 1,851.31
d Rights, preferences and restrictions attached to shares

i Equity Shares: The Company has one class of Equity shares having a par value of Rs. 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible
to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting.
In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.
ii
Preference Shares: The group has Non-Convertible Redeemable Preference Shares having a par value of Rs. 10 per share and are redeemable after 5 years from the date of issue. Each eligible
Shareholder is entitled for 8% dividend on par value of shares. In the event of liquidation, Preference Shareholders have preferential right on the asset over Equity Shareholders.
e Shareholders holding more than 5% shares in the company is set out below:
Equity shares No. of shares % holding

As at June 30, 2017
Godrej Industries Limited (the holding Company) 11,78,78,964 63.67%
V-Sciences Investments Pte Ltd 3,70,07,698 19.99%
As at March 31, 2017



As at March 31, 2014- Proforma

Godrej Industries Limited (the holding Company) 80,40,921 60.81%
As at March 31, 2013- Proforma

f There are no calls unpaid on equity shares.
g No equity shares have been forfeited.
268

(Rs. in million)
Proforma Proforma
Note 20
Other Equity
Capital Reserve 17.29 17.29 - - - 3.88
General Reserve 29.89 36.84 50.73 66.81 99.68 200.50
Debenture Redemption Reserve - - 187.50 - - -
Employee Stock Options Outstanding 17.11 16.22 1,074.70 947.76 833.88 720.41
Reserve for employee compensation expenses - - 238.98 352.64 466.52 379.99
Foreign Currency Translation reserve (91.15) (71.04) (71.36) (59.38) (48.88) (22.46)
Retained earnings 8,170.60 7,469.21 5,772.75 4,176.52 3,709.17 2,728.42
Treasury stock - - (5.87) (5.87) (5.87) (5.87)
Share Premium Account 1,306.48 1,306.21 - - - -
Cash Flow hedging reserve (5.26) 20.79 - - - -
Non Controlling Interest Reserve (569.15) (550.04) (341.07) - - -
8,875.81 8,245.48 6,906.36 5,478.48 5,054.50 4,004.87
Capital Reserve
Excess of assets recognised over consideration paid on business acquisition made by the group.
Debenture Redemption Reserve
The Company is required to create a debenture redemption reserve out of the profits which is available for payment of dividend for the purpose of redemption of debentures.
Employee Stock Options Outstanding

The employee share options outstanding account is used to recognise grant date fair value of options issued to employees under the Company's stock option plan.
Reserve for employee compensation expenses

This reserve was created to give effect to the Honorable Bombay High Court's orders dated March 8, 2013 and September 20, 2013 (refer Note 50(d)(iii)). The expenses in respect of the
Company's ESOP scheme will be charged against the Reserve for employee compensation expense.
Foreign Currency Translation reserve

Exchange differences arising on translation of the foreign operations, if any, are recognised in other comprehensive income as described in accounting policy and accumulated in a separate reserve
within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed-off.
Treasury stock
Equity share reserve for ESOP Scheme (Refer Note 41).
Share Premium Account
Share Premium Account is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Non-controlling Interest Reserve
Non-controlling Interest Reserve represents the difference between the consideration paid and the book value of non-controlling interest acquired in subsidiaries.
Cash Flow hedging reserve

The Group uses hedging instruments as part of its management of foreign currency risk associated with foreign currency borrowings. For hedging foreign currency risk, the Company used foreign
currency forward contracts which are designated as cash flow hedges. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the cash flow
hedge reserve. Amounts recognised in the cash flow hedge reserve is reclassified to statement of profit & loss when the hedged item affects the profit & loss.
269

(Rs. in million)
Particulars June 30, 2017 March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
Proforma Proforma
Note 21
Long term borrowings
Secured
Term Loans from Bank & NBFC ( Refer Note 21.1) 4.53 5.76 88.20 - - -
Unsecured
Term Loans from Bank (Refer Note 21.2)
- Rupee term loans 127.63 133.58 50.69 681.61 1,607.33 1,003.93
6,000 8% Cumulative Non-convertible Redeemable Preference Shares of the
0.06 0.06 0.06 - - -
par value of Rs.10 each (Refer Note 19. d. ii)
Deferred Sales Tax Loan (Refer Note. 21.3) 26.48 25.82 26.78 39.34 42.44 46.40
Deferred payment liabilities (Refer Note. 21.4) 36.03 41.18 42.07 - - -
TOTAL 194.73 206.40 207.80 720.95 1,649.77 1,050.33
Note No. 21.1

Vehicle Loans/Term loans from Banks for Rs.10.42 Mn are at an Interest Rate of 9.5% to 11.50%, which are payable in 36 instalments from the date of disbursements with current maturity
disclosed separately in Note no. 27 at Rs. 5.89Mn and 6.27Mn as at year quarter ended June 30, 2017, year ended March 31, 2017 respectively. Vehicle Loans are secured by first charge on
vehicles specifically financed out of Loans.
During the Financial year 2015-16, Vehicle Loans from NBFC's & Banks for Rs.22.33 Mn, Carrying an Interest Rate of 9.52% to 11.33%, Repayable in 35 to 60 months. Secured Term Loans
from Banks for Rs.300.00 Mn with Outstanding as of March 31st 2016 for Rs.31.76 Mn, Carrying an Interest Rate of 11.50%, Repayable in 20 equal quarterly instalments, commencing from 6
months from the date of 1st disbursement. The loan is secured by first paripasu charge on fixed assets of Astec Lifescience Limited, apart from extension of first charge on movable and immovable
fixed assets of it already charged with ICICI Bank Ltd on pari pasu basis. Term Loans (Foreign Currency) of Rs.60.26 Mn from IDBI Bank Ltd having Interest rate of 6 months LIBOR Plus
3.50 % and service fees @ 3% p.a. are repayable in 8 semi annual Installments. Last Installment due on 1st January, 2017. Installments falling due in respect of the loan upto 31.03.2017 have been
regrouped under Current Maturities of Long Term debt. Term Loan of Rs.44.40 Mn from IDBI Bank Ltd having Interest rate of BBR Plus 3% which is 13% are repayable in 18 Quarterly
Installments of Rs. 5.56 Mn each. Last Installment due on 31st December, 2018. Installments falling due in respect of the loan upto 31.03.2017 have been regrouped under Current Maturities of
Long Term debt. Term Loans (FCNR) of Rs.65.30 Mn from ICICI Bank Ltd having Interest rate of 12.55% are repayable in 16 equal Quarterly Installments starting from the April 2016. The
Loan is fully hedged. Installments falling due in respect of the loan upto 31.03.2017 have been regrouped under Current Maturities of Long Term debt.
Note No. 21.2: Quarter ended June 30, 2017, Unsecured Term loans from Banks for Rs.145.33 Mn of which Rs.52.00 mn are with an interest rate of 5.97% and 50% repayable at the end of 18
months from the date of drawn down and 50% at the end of 36 months from the date of drawn down, Rs.37.5 mn are with an interest rate of 9.1% and repayable at Post Moratorium Repayable in
16 structured quarterly instalments commencing from 1st January 2018 and Rs.55.83 mn are with an interest rate of 9.5% and Repayable in 18 equal quarterly instalments commencing from six
months from the date of first disbursement with current maturity of all those loans are disclosed seperately in Note no. 27 at Rs.17.70 mn.
Year ended March 31, 2017, Unsecured Term loans from Banks for Rs.149.06 Mn of which Rs.52.00 Mn are with an interest rate of 5.97% and 50% repayable at the end of 18 months from the
date of drawn down and 50% at the end of 36 months from the date of drawn down, Rs.37.50Mn are with an interest rate of 9.1% and repayable at Post Moratorium Repayable in 16 structured
quarterly instalments commencing from 1st January 2018 and Rs.59.56 Mn are with an interest rate of 9.5% and Repayable in 18 equal quarterly instalments commencing from six months from
the date of first disbursement with current maturity of all those loans are disclosed separately in note no. 27 at Rs.16.30 Mn.
During the Financial year 2015-16, Term loans from Banks for Astec Lifescience Limited are at an Interest Rate of BBR plus 3% to BBR plus 3.50%, which are payable on or before December
31, 2018 for Rs. 73.61 Mn. Unsecured Term Loans from Kotak Mahindra Bank for Rs.90.00 Mn with Outstanding as of March 31st 2016 for Rs.57.00 Mn, Carrying an Interest Rate of 9.50% ,
Repayable in 18 equal quarterly instalments, commencing from 6 months from the date of 1st disbursement.
During the Financial year 2014-15, Term Loans from Banks are at an Interest Rate of 9.80% to 10.75%. These loans were repayable after 13 months - Rs. 500.00 Mn, after 36 months - Rs.
180.00 Mn.
During the Financial year 2013-14, Term Loans from Banks are at an Interest Rate of 10.20% to 10.50%. These loans are repayable after 13 months - Rs. 450.00 Mn, after 18 months - Rs.
750.00 Mn and after 36 Months - Rs. 400.00 Mn.
During the Financial year 2012-13, Term Loans from Banks are at an Interest Rate of 9.99 % to 10.50%. These loans are repayable after 13 months - Rs. 500.00 Mn and after 18 months - Rs.
500.00 Mn.
Note. No. 21.3 Deferred Sales Tax Loan is availed interest free under the scheme floated by the Directorate of Industries, Government of Andhra Pradesh. Loan repayment shall be performed on
an annual basis 14 years from the year of collection, commencing from March 2014 up to March 2021. Total loan availed was Rs. 46.67 Mn, given below schedule shows the outstanding and
current maturity for all the years
Outstanding Current
Year
Amount maturity
June 30, 2017 37.68 3.51
March 31, 2017 37.68 3.51
March 31, 2016 39.34 1.66
March 31, 2015 42.44 3.11
March 31, 2014 45.15 2.71
March 31, 2013 46.67 0.27
Note No. 21.4 Deferred Loan against acquisition of Lease hold Land is availed at interest rate 14% under the scheme floated by the Directorate of Industries, Government of Uttar Pradesh. Loan
repayment shall be performed on an Six monthly (period) basis 6years from July 1, 2016 up to January 1, 2022. Total loan availed was Rs.61.77 Mn and outstanding amount was 46.33Mn,
51.48Mn and 52.36Mn for the quarter ended June 30, 2017, year ended March 31, 2017 and March 31, 2016 respectively with current maturity disclosed separately in Note No.27.
The Group does not have any continuing default as on the Balance Sheet date in repayment of loans and interest.
Details of security:
Term Loans and foreign currency loan from banks are secured by way of first mortgage/charge over entire movable and immovable fixed assets (present and future) of one of the subsidiary Astec
Lifescience Limited and second pari-passu charge over its current assets.
Vehicle loans are secured by first charge on the vehicle specifically financed out of loan.
270
(Rs. in million)
Proforma Proforma
Note 22
Other non-current financial liabilities
Liability towards beneficiaries of Company's ESOP Trust - 65.37 44.60 11.15 -

Put option liability 173.96 353.26 326.57 - - -
Preference dividend payable (Refer Note. 22.1) 0.01 0.00 0.00 - - -
Tax on preference dividend payable (Refer Note. 22.1) 0.00 0.00 0.00 - - -
Total 173.97 353.26 391.94 44.60 11.15 -
Note 22.1: INR 0.00 represents Preference dividend payable of Rs.5,996, Rs. 4,799 and Rs. 763 as at June 30, 2017, March 31, 2017 and March 31, 2016 respectively, corresponding tax on distributed profit Rs.
1,068, Rs. 1,068 and Rs. 169 provided for quarter ended June 30, 2017, year ended March 31, 2017 and March 31, 2016 respectively.
(Rs. in million)
Proforma Proforma
Note 23
Long term provisions
Provision for employee benefits :

- Provision for gratuity (Refer Note.40) 51.27 11.68 5.83 1.63 0.81 4.55
- Provision for compensated absences 42.74 38.47 22.94 14.24 16.35 16.11
Total 94.01 50.15 28.77 15.87 17.16 20.66
(Rs. in million)
Proforma Proforma
Note 24
Other non-current liabilities
Deferred grant 151.26 152.37 144.44 72.04 70.86 7.82

Total 151.26 152.37 144.44 72.04 70.86 7.82
271

(Rs. in million)
Proforma Proforma
Note 25
Short term borrowings
Secured
Cash credit from banks (Refer Note. 25.1) 7.79 214.21 208.91 - - -
Buyers credit (Refer Note 25.5) 19.65 9.98 - - - -
Working capital loan (Refer Note. 25.2) 145.15 145.38 151.74 - - -
Unsecured
Term Loans from Banks (Refer Note. 25.3) 1,643.11 2,008.13 3,941.25 450.48 100.00 450.42
Commercial Papers (Refer Note. 25.4) 4,000.00 2,750.00 4,000.00 1,250.00 - -
Cash Credit (Refer Note. 25.1) 22.33 296.43 92.32 362.43 39.13 -
Working capital loan (Refer Note. 25.2) 1,122.15 973.21 4,212.24 4,061.18 4,413.78 3,254.63
Others - 0.19 - - -
Total 6,960.18 6,397.34 12,606.65 6,124.09 4,552.91 3,705.05
Note No. 25.1: Cash Credit from banks are repayable on demand and carries interest during the quarter ended June 30, 2017 at 9.55% to 11.85 %, during the year ended March 31, 2017 at
9.55% to 11.85 % and March 31, 2016 at 9.65% to 10.50%. This cash credit from Bank is secured against inventories and receivables. Cash Credit Loan by Astec Lifescience Limited are
repayable on demand and carries interest at BBR + 3.75% to 4% . This cash credit from Bank is secured by way of First Pari passu Charge on the Current Assets of Astec Lifescience Limited,
including inventory and receivables both present & future and second charge on Fixed Assets of the Astec Lifescience Limited present & future (including Equitable Mortgage/Hypothecation of
Factory Land & Bldg/Plant & Machinery).
Unsecured Cash credit carries interest during the quarter ended June 30, 2017 at 9.55% to 11.85 %, during the year ended March 31st 2017 at 9.55% to 11.85 %, March 31st 2016 at 9.65% to
11.25%, March 31st 2015 at 10.35% to 13.65%, March 31st 2014 at 10% to 14.75%, March 31st 2013 at 10.20% to 14.75%.
Note No. 25.2: Working Capital Loans from Banks for Rs.82.79 Mn are payable on demand and at an Interest Rate of HDFC Bank Base rate + 0.25%. Secured Working Capital Loans by Astec
Lifescience Limited are payable on 90 to 365 days and at an Interest Rate of LIBOR + 116 bps, which are secured by way of First Pari passu Charge on the Current Assets of Astec Lifescience
Limited, including inventory and receivables both present & future and second charge on Fixed Assets of the Astec Lifescience Limited present & future (including Equitable
Mortgage/Hypothecation of Factory Land & Bldg/Plant & Machinery). Unsecured Working Capital Loans by Astec Lifescience Limited are payable on 60 to 365 days at an Interest Rate of
LIBOR + 108 bps for Rs.190.42 Mn and 15 to 180 days at an Interest Rate of 7.85% to 14% for Rs.700.00 Mn. Other unsecured working Capital Loans from Banks are at an Interest Rate of
5.96% to 13.60% . These loans are repayable on different dates upto 6 months from the date of the Financial Statements. During the financial year 2015-16 working capital loan carried an interest
rate of 9.5% to 17%
Note No. 25.3: Term Loans from Banks as at quarter ended June 30, 2017 are at an Interest Rate of 5.96% to 10.50 %, as at year ended March 31, 2017 are at an Interest Rate of 5.96%
to 13.60 %., March 31, 2016 at 8.5% to 13.6%, March 31, 2015 at 9.25% to 10.75%, 31st march 2014 at 8.11% to 10.93% and March 31,2013 at 10.25% to 10.45%.These loans are
repayable on different dates upto 3 months from the date of the Financial Statements.
Note No. 25.4: As at quarter ended June 30, 2017 Commercial Papers carries interest rate of 6.19% to 6.60%, year ended March 31,2017 5.95% to 8.85%, March 31, 2016 at 7.15% to
9.15% , March 31,2015 at 8.14% to 9.05%, March 31, 2014 at 8.11% to 10.93% and March 31, 2013 at 8.03% to 10.25%.
Note No. 25.5: Buyers credit are at an interest rate of 3 month LIBOR + 60 to 120 bps and are repayable in 3 to 6 months.
272
(Rs. in million)
Proforma Proforma
Note 26
Current -Trade Payables
Due to Micro, Small and Medium Enterprises (Refer Note 26.1) 63.22 22.07 9.72 - 0.43 -
Others 4,018.87 3,101.68 3,051.67 2,046.79 2,265.72 1,827.41
Acceptances 5,871.18 5,281.02 287.72 94.11 30.24 -
Total 9,953.28 8,404.77 3,349.11 2,140.90 2,296.39 1,827.41
Note. No. 26.1 Details of due to Micro, Small and Medium Enterprises
a. Principal amount remaining unpaid 63.22 22.07 9.72 - 0.43 -
b. Interest due thereon - - - - - -
c.
Interest paid by the company in term of section 16 of the Micro, Small and
Medium Enterprises Development Act, 2006 along with the amount of the - - - - - -
payment made to the suppliers beyond the appointed day during the year
d. Interest due and payable for the period of delay in making payment
(which have been paid but beyond the appointed day during the year) but
- - - - - -
without adding the interest specified under Micro, Small and Medium
Enterprises Development Act, 2006
e. Interest accrued and remaining unpaid - - - - - -
f. Further interest remaining due and payable even in the succeeding years, until such - - - - - -
date when the interest dues as above are actually paid to the small enterprise
(Rs. in million)
Proforma Proforma
Note 27
Other financial liabilities
Current maturities of long-term debt
Unsecured
Deferred Sales Tax Loan (Refer Note.21.3) 3.51 3.51 1.66 3.11 2.70 0.27
Deferred payment liabilities (Refer Note.21.4) 10.30 10.30 10.30 - - -
Debentures- 750, 8.63% unsecured non-convertible debentures of
- 785.64 - - -
Rs.1,00,000 each (Refer Note. 27.1)
Term Loan from Bank (Refer Note.21.2) 17.70 16.30 6.33 - - 35.00
Secured
Term Loan from Bank (Refer Note 21.1) 5.89 6.27 138.15 - - -
Security Deposit 648.89 641.31 623.01 531.54 435.87 246.26
Amount due for payment to Gratuity Fund (Refer Note.40) - 42.06 35.38 28.89 9.09 23.45
Non Trade Payables 310.50 339.88 296.66 113.19 124.81 111.45
Unpaid dividends 0.53 0.53 0.45 - - -
Derivative liability 29.07 22.29 3.99 0.79 21.25 0.33
Liabilities towards beneficiaries of companies ESOP Trust 13.52 69.48 - - - -
Put option liability 184.82 - - - - -
Others 815.50 535.10 315.22 367.98 519.21 419.24
Total 2,040.23 1,687.03 2,216.79 1,045.50 1,112.93 836.00
Note No. 27.1. 8.63% Debentures are redeemable at par at the end of 15 Months from the date of allotment, viz., 7th December 2016.
(Rs. in million)
Proforma Proforma
Note 28
Other current liabilities
Advances from Customers 131.88 256.05 366.85 234.70 285.09 190.34
Employee Deductions 20.06 13.84 47.75 10.48 9.14 8.37
Statutory Liabilities 145.87 87.07 62.68 25.00 28.29 29.83
Other liabilities - current 2.05 2.12 13.30 - - -
Deferred Grants - Current 12.22 11.29 9.92 5.17 3.80 0.52
Total 312.08 370.37 500.50 275.35 326.32 229.06
(Rs. in million)
Proforma Proforma
Note 29
Short term provisions
Provision for employee benefits
- Provision for gratuity (Refer No. 40) 53.03 2.15 0.94 0.02 0.01 0.33
Provision for sales return 353.08 207.45 166.03 115.32 96.84 67.21
Total 411.82 215.31 172.87 119.94 102.38 71.18
Note. 29.1 Movement of provision for sales return
Opening Balance 207.45 166.03 115.32 96.84 67.21 43.96

Less : Utilised during the period (206.04) (166.03) (115.32) (96.84) (67.21) (43.96)
Add: Provision created during the period 351.67 207.45 166.03 115.32 96.84 67.21
Closing Balance 353.08 207.45 166.03 115.32 96.84 67.21
The Group makes a provision on estimated sales return based on historical experience. The Sales returns are generally expected within a year.
273

(Rs. in million)
Particulars
ended ended ended ended ended ended
Note 30
Revenue from operations
A Sale of products 13,544.29 48,921.08 37,289.10 32,892.11 30,841.75 27,390.79
B Other operating revenue

Sale of Scrap and Empties 66.76 245.74 222.24 234.77 200.39 181.37
Export Incentives - 38.97 25.49 - - -
Conversion, Handling and Storage Charges 0.07 0.62 12.07 - - -
Service tax rebate - 1.77 - - - -
Duty Drawback - 1.98 - - - -
Processing income 21.64 54.72 - - - -
Change in fair value of biological assets (0.07) (0.86) 0.65 (8.64) (17.41) 36.59
Other operating revenue 88.40 342.94 260.45 226.13 182.98 217.96
Total 13,632.69 49,264.02 37,549.55 33,118.24 31,024.73 27,608.75
Note No. 30.1: Details of Sale- Traded and manufactured
Sale of manufactured products 12,900.69 46,819.98 35,320.82 31,136.48 28,593.17 25,787.76

Sale of traded products 643.60 2,101.10 1,968.28 1,755.63 2,248.58 1,603.03
Total Sale of products 13,544.29 48,921.08 37,289.10 32,892.11 30,841.75 27,390.79
Note 31
Other Income
Interest Income
Interest received on instruments measured at amortised cost
Interest received on Deposits 3.52 27.14 73.82 34.24 28.39 25.71
Interest Received On Loans & Advance 0.61 74.73 14.38 - - -
Interest received from Income Tax - - 0.02 0.02 - -
Interest - Others 1.33 46.14 3.39 - - -
Dividend received (Refer No. 31.2) - 0.00 0.17 0.00 - -
Profit on sale of Fixed Assets (net) - 49.27 5.27 19.57 -
Profit on sale of Investments (net) (Refer No. 31.1) 0.56 279.90 257.19 - - 0.08
Claims received 0.63 5.07 4.74 3.41 7.87 0.57
Recovery of Bad Debts written off 1.82 2.89 4.16 10.18 7.60 2.67
Royalty & Technical Knowhow 7.05 24.75 28.45 19.70 12.90 3.70
Other Miscellaneous Income and Income from R & D Center 31.13 98.21 92.97 58.15 63.69 72.92
Grant amortization 3.42 11.62 12.14 4.73 0.95 0.45
Change in fair valuation of investments - - 85.54 - 7.40 -
Guarantee commission - - 0.95 1.07 1.05 0.85
Applicable net gain on foreign currency transactions and translation 11.45 - - - - -
VAT Refund Received - - - - - 2.56
TOTAL 61.52 570.45 627.19 136.77 149.42 109.51
Note 31.1. During the year March 31, 2017, Profit on sale of investment includes profit of Rs. 22.09 Mn on sale of investment in subsidiary company Godrej Seeds And Genetics Limited
Note 31.2. INR 0.00 represents dividend received Rs.3750 and Rs. 2500 during the year ended March 31, 2017 and March 31, 2015 respectively.
274
(Rs. in million)
Particulars
Note 32
Cost of materials consumed
Raw Material Stocks at the Commencement of the Year 4,264.16 4,246.78 2,416.33 2,169.21 1,996.06 1,312.00
Add : Taken over during the year - - - - 66.25
Add : Purchases 10,437.47 36,255.25 30,437.12 25,315.00 23,591.10 22,168.10
Less : Raw Material sold (1.10) (66.63) (36.84) (6.54) - -
Less: Raw Material Stocks at the Close of the Year (4,804.02) (4,264.16) (4,246.78) (2,416.33) (2,169.21) (1,996.06)
Stock Adjustment for subsidiaries merged - - - - (48.08) -

TOTAL 9,896.51 36,171.24 28,569.83 25,061.34 23,369.87 21,550.29
32.1.Material Consumption on Research & Development Centre Activities are included under the respective heads during the year ended Mar 31, 2017, March 31, 2016, March 31, 2015,
March31, 2014, March 31, 2013
Note 33
Purchase of stock-in-trade
Agri inputs 459.38 1,836.05 1,692.92 1,359.87 1,220.39 977.99
Animal Feeds - - - 61.10 688.37 194.68
Others - 0.23 42.21 43.04 - -
TOTAL 459.38 1,836.28 1,735.13 1,464.01 1,908.76 1,172.67
Note 34
Changes in inventories of finished goods, work in progress and stock-in-trade
Opening Stock :
Finished Goods 1,281.67 1,365.30 621.94 440.09 371.99 242.16
Work In Progress 372.98 223.70 230.23 40.14 76.36 -
Poultry Stock - - 18.12 21.64 12.93 2.12
Stock under cultivation 46.70 88.68 105.24 162.65 165.87 113.62
Stock-in-Trade 638.56 616.18 509.72 451.12 256.75 181.46
Taken over during the year :

Finished Goods - - - - - 39.14
Work In Progress - - - - - 14.88
Closing Stock :
Finished Goods 1,319.19 1,281.67 1,365.30 621.94 440.09 371.99
Work In Progress 358.72 372.98 223.70 230.23 40.14 76.36
Poultry Stock - - - 18.12 21.64 12.93
Stock-in-Trade 734.89 638.56 616.18 509.72 451.12 256.75
Stock Adjustment for subsidiaries merged - - (46.79) - (6.39) -

Changes in inventories of finished goods, work in progress and stock-in-
(118.21) (46.05) (855.40) (369.61) (238.13) (290.52)
trade
Note 35
Employee benefit expense
Salaries, Wages, Bonus and Allowances 588.28 2,004.48 1,309.53 1,150.70 1,131.91 910.25
Contribution to Provident, Gratuity and Other Funds 42.73 134.38 105.35 71.74 61.65 52.62
Expense on Employee Stock based payments (Refer Note 41) 7.28 35.54 27.94 13.50 16.00 16.00
Staff Welfare Expense 50.65 141.36 114.00 98.07 88.00 63.62
TOTAL 688.94 2,315.76 1,556.82 1,334.01 1,297.56 1,042.49

Note 36
Finance Costs
Interest Expense - Paid to Banks on Loans and Cash Credit 44.82 186.95 119.18 70.64 35.53 87.76
Interest Expense - Others 56.81 636.43 457.99 222.78 52.24 139.93
Other Borrowing Costs. 4.55 31.63 399.53 361.22 315.12 257.43
Exchange differences regarded as a adjustment to borrowing cost 11.79 8.40 - - - -
Preference dividend and tax on preference dividend (Refer Note no.36.2) 0.00 0.01 0.00 - - -
TOTAL 117.97 863.42 976.70 654.64 402.89 485.12
Note No.36.1. Finance costs are net of interest capitalised to Project in Progress Rs. 10.05Mn during the quarter ended June 30, 2017, during the year ended March 31, 2017 is 29.42 Mn, and net
of interest capitalised to Fixed Assets March 31, 2016 is Rs. 8.13 Mn, March 31, 2015 Rs.6.24 Mn, March 31, 2014 Rs.131.00 Mn and March 31, 2013 Rs. 60.97 Mn.
Note No. 36.2. INR 0.00 represents dividend provided for Rs. 1,461 and Rs. 1,000 for the quarter ended June 30, 2017 and year ended March 31, 2016 respectively.
275
(Rs. in million)
Particulars
Note 37
Depreciation and Amortisation Expenses
Depreciation 208.64 718.88 489.82 352.23 259.36 179.06
Amortization 18.43 70.28 76.44 60.04 58.89 56.65
Less : Transfer from General Reserve (Refer Note.48) (10.63) (42.51) (42.51) (42.51) (42.51) (42.51)
TOTAL 216.44 746.65 523.75 369.76 275.74 193.20
Note 38
Other Expenses
Stores and Spares consumed 65.24 213.88 135.76 144.11 109.32 106.32
Power and Fuel 209.39 768.63 640.76 429.47 353.59 335.48
Processing Charges 251.52 889.06 667.76 675.45 589.87 619.02
Carriage Inwards 2.04 12.98 9.08 - - -
Rent 27.18 94.27 89.63 77.90 69.22 71.16
Rates and Taxes 24.43 77.72 105.62 69.72 47.43 37.77
Repairs and Maintenance - Machinery 30.91 109.54 60.55 51.49 34.45 29.80
Repairs and Maintenance - Buildings 3.32 20.41 47.54 7.12 4.72 2.39
Repairs and Maintenance - Other assets 18.11 42.28 16.40 14.88 10.85 9.25
Insurance 9.54 28.19 21.48 15.14 12.51 9.91
Auditor's Remuneration (Refer Note no. 38.1) 4.27 11.95 10.54 9.69 9.82 8.09
Freight 99.67 272.80 253.01 66.80 85.26 323.78
Advertisement, Selling and Distribution Expenses 222.16 758.46 621.84 386.79 372.76 204.90
Bad Debts/Advances Written Off 9.43 80.07 48.97 42.71 60.53 59.98
Provision for Doubtful Debts and Advances/(Written back) 19.66 53.77 24.42 (9.47) (7.79) (3.61)
Acquisition cost - - 14.67 - - -
Loss on Sale/Write off of Fixed Assets 3.15 23.81 - - - 1.47
Research Expenses 3.22 18.25 16.88 29.35 18.31 8.30
Applicable net loss on foreign currency transactions and translation - 9.55 21.88 40.23 (18.06) 2.80
Corporate Social Responsibility Expenses 2.31 48.40 22.76 13.12 - -
Miscellaneous Expenses 231.06 907.48 699.08 477.02 517.25 349.96
Access Fees - - - 1.60 1.43 1.60
Change in fair valuation of investments - - - 24.89 - 6.09
TOTAL 1,256.40 4,441.50 3,528.63 2,568.01 2,271.47 2,184.46
Note No. 38.1: Auditor's Remuneration (including to previous auditors, Refer Note no.58)
Audit Fees 2.50 5.68 5.78 5.52 5.57 4.69
Audit under Other Statutes 0.48 1.92 1.96 1.74 1.68 1.40
Taxation matters 0.85 3.08 1.15 1.24 0.74 0.93
Management Consultancy , Certification & Company Law Matters 0.13 0.28 0.62 0.56 0.92 0.32
Reimbursement of Expenses 0.31 0.99 1.03 0.63 0.91 0.75
Total 4.27 11.95 10.54 9.69 9.82 8.09
276

Note 39 Earnings per share
(Rs. in million)
Particulars June 30, 2017 March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
1 Calculation of weighted average number of equity shares - Basic
(a) Number of shares at the beginning of the year 18,51,30,876 8,84,58,090 8,84,58,090 1,26,36,870 1,26,36,870 1,21,18,752
Effect of bonus issue - 8,84,58,090 8,84,58,090 16,42,79,310 16,42,79,310 15,75,43,776
Revised number of shares at the beginning of the year 18,51,30,876 17,69,16,180 17,69,16,180 17,69,16,180 17,69,16,180 16,96,62,528
(b) Number of equity shares outstanding at the end of the year 18,51,30,876 18,51,30,876 8,84,58,090 8,84,58,090 1,26,36,870 1,26,36,870
Effect of bonus issue - - 8,84,58,090 8,84,58,090 16,42,79,310 16,42,79,310
Revised number of shares outstanding at the end of the year 18,51,30,876 18,51,30,876 17,69,16,180 17,69,16,180 17,69,16,180 17,69,16,180
Weighted average number of equity shares outstanding during the year 18,51,30,876 17,71,41,240 17,69,16,180 17,69,16,180 17,69,16,180 17,14,75,941
2 Calculation of weighted average number of equity shares - Diluted

(a) Number of potential shares at the beginning of the year 18,51,30,876 17,69,16,180 17,69,16,180 17,69,16,180 17,69,16,180 16,96,62,528
Effect of potential equity shares - 82,14,696 82,14,696 82,14,696 82,14,696 -
Revised number of potential shares at the beginning of the year 18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876 16,96,62,528
(b) Number of potential equity shares outstanding at the end of the year 18,51,30,876 18,51,30,876 17,69,16,180 17,69,16,180 17,69,16,180 17,69,16,180
Effect of potential equity shares - 82,14,696 82,14,696 82,14,696 82,14,696
18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876
Revised number of potential equity shares outstanding at the end of the year
18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876 17,28,85,101
Weighted average number of potential equity shares outstanding during the year
3 Profit attributable to ordinary shareholders.

Profit (loss) for the year, attributable to the owners of the Group 724.61 2,492.93 2,639.88 2,101.28 1,565.60 967.47
Less : Extra ordinary income / Exceptional income (200.00) (764.80) (364.48) - -
Less : Income/(Expense) recognized in Reserves (6.95) (265.37) (144.18) (146.75) (304.16) (760.06)
Net Profit (loss) for the year, attributable to ordinary shareholders 717.66 2,027.56 1,730.90 1,590.05 1,261.44 207.41
4 Earning Per Share before Exceptional Income

Basic Earnings per share (Rs.) 3.88 11.45 9.78 8.99 7.13 1.21
Diluted Earnings per share (Rs.) 3.88 10.95 9.35 8.59 6.81 1.20
5 Earning Per Share after Exceptional Income

6 Nominal Value of Shares (Rs.) 10.00 10.00 10.00 10.00 10.00 10.00
277
Note 40 Employee benefits

The Group contributes to the following post-employment plans in India.
Defined Contribution Plans:

The contributions paid/payable to Regional Provident Fund, Super Annuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved
schemes and/or statutes and are recognised as expense in the Statement of Profit and Loss during the period in which the employee renders the related service. There are no further obligations other than the
contributions payable to the approved trusts/appropriate authorities.
The Group recognised Rs. 25.73 Mn for the quarter ended June 30, 2017, Rs. 92.91 Mn for the year ended March 31, 2017, Rs. 77.52 Mn for March 31, 2016, Rs. 53.64 Mn for March 31, 2015, Rs.44.15 Mn for
March 31, 2014, Rs.35.95 Mn for March 31, 2013 towards provident fund contribution and Rs. 1.64 Mn for the quarter ended June 30, 2017, Rs. 5.79 Mn for the year ended March 31, 2017 Rs. 5.57 Mn for March
31, 2016, Rs. 5.25 Mn for March 31, 2015, Rs.5.32 Mn for March 31, 2014, Rs.4.99 Mn for March 31, 2013 towards super-annuation fund contribution in the Statement of Profit and Loss.
Defined Benefit Plan:
Gratuity benefit is a defined benefit plan. The Group's liability for the defined benefit schemes is actuarially determined based on the projected unit credit method. The Group's net obligations in respect of such plans is
calculated by estimating the amount of future benefit that the employees have earned in return for their services in the current and prior periods and that benefit is discounted to determine its present value and the fair
value of the plan asset is deducted. Actuarial gains and losses are recognised immediately in the Other Comprehensive Income in the Statement of Profit and Loss.
Provident Fund contributions other than those made to the Regional Provident Fund office of the Government which are made to the Trust administrated by the Group are considered as a Defined Benefit Plan because,
as per the rules of Group's Provident Fund Scheme, 1952, if the return on investment is less or for any other reason, then the deficiency shall be made good by the Group. Based on the surplus in the Provident Fund
Trust Company does not expect any liability for such deficiency.
The Holding Group makes annual contributions to the Employees' Group Gratuity-cum-Life Assurance Scheme of ICICI Prudential Ltd, a funded defined benefit plan for qualifying employees. Gratuity is payable to all
eligible employees on superannuation, death or on separation/termination in terms of the provisions of The Payment of Gratuity Act, 1972 or as per the Group's policy whichever is beneficial to the employees.
Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation and the plan assets as at balance sheet date:
(Rs. in million)
June 30, March 31, March 31, March 31, March 31, March 31,
2017 2017 2016 2015 2014 2013
Proforma Proforma
Defined benefit obligation (269.18) (226.48) (170.85) (120.40) (88.23) (80.77)
Fair value of plan assets 164.88 170.68 128.84 89.87 78.33 56.82
Net defined benefit (obligation)/assets (104.30) (55.80) (42.01) (30.53) (9.90) (23.95)
i. Movement in net defined benefit (asset) liability
The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) liability and its components (Rs. in million)
Defined benefit obligation Fair value of plan assets Net defined benefit
June 30, March 31, March 31, March 31, March 31, March 31, June 30, March 31, March 31, March 31, March 31, March 31, June 30, March 31, March 31, March 31, 2015 March 31, 2014 March 31,
2017 2017 2016 2015 2014 2013 2017 2017 2016 2015 2014 2013 2017 2017 2016 Proforma 2013
Proforma Proforma Proforma Proforma Proforma
Opening balance 226.48 170.85 142.37 88.23 80.77 62.21 170.68 128.84 110.56 78.33 56.82 43.04 55.80 42.01 31.81 9.90 23.95 19.17
Included in profit or loss - - - - - - - - - - - - - - - -
Current service cost 4.71 15.15 11.20 6.60 6.30 5.11 - - - - - - 4.71 15.15 11.20 6.60 6.30 5.11
Past service cost - - - - - - - - - - - - - - -
Interest cost (income) 4.20 13.72 11.01 8.44 6.66 5.29 2.57 10.40 8.45 - - - 1.63 3.32 2.56 8.44 6.66 5.29
Liability / Assets transferred in / Acquisitions 1.17 - - - - - 1.17 - - - - -
Included in OCI - - - - -
Remeasurement loss (gain): - - - - -
Actuarial loss (gain) arising from: 42.32 44.00 24.04 28.28 2.42 15.31 - - 5.46 0.98 (1.96) 42.32 44.00 24.04 22.82 1.44 17.27
Demographic assumptions - - - - - - - - - - - - - - -
Financial assumptions 2.59 11.82 (1.10) 13.22 - - - - - - - 2.59 11.82 (1.10) 13.22 - -
Experience adjustment 39.73 32.18 25.14 15.06 - - - - 5.46 - - 39.73 32.18 25.14 9.60 - -
Return on plan assets excluding interest income - - - - - - 0.16 5.98 (4.21) 7.31 4.95 3.66 (0.16) (5.98) 4.21 (7.31) (4.95) (3.66)
278.89 243.72 188.62 131.55 96.15 87.92 174.58 145.22 114.80 91.10 62.75 44.74 104.30 98.50 73.82 40.45 33.40 43.18
Other
Contributions paid by the employer - - - - - - 42.70 31.81 9.92 23.50 19.13 (42.70) (31.81) (9.92) (23.50) (19.13)
Benefits paid (9.71) (17.24) (17.77) (11.15) (7.92) (7.15) (9.71) (17.24) (17.77) (11.15) (7.92) (7.05) - - - - (0.10)
Closing balance 269.18 226.48 170.85 120.40 88.23 80.77 164.87 170.68 128.84 89.87 78.33 56.82 104.30 55.80 42.01 30.53 9.90 23.95
Represented by
Net defined benefit asset - - (0.06) - - -
Net defined benefit liability 104.30 55.80 42.07 30.53 9.90 23.95
104.30 55.80 42.01 30.53 9.90 23.95
278
ii. Plan assets
Plan assets comprise the following
2017 2017 2016 2015 2014 2013
Proforma Proforma
Insurer managed fund (100%) 164.88 170.68 128.84 89.87 78.33 56.82
164.88 170.68 128.84 89.87 78.33 56.82
iii. Actuarial assumptions

The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
2017 2017 2016 2015 2014 2013
Discount rate 7.44% 7.56% 8.00% 7.94% 9.33% 8.25%
Future salary growth 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
Rate of employee turnover For service 4 For service 4 For service 4 For service 4 For service 4 For service 4
yrs & Below yrs & Below yrs & Below yrs & Below yrs & Below yrs & Below
15.00 % p.a. 15.00 % p.a. & 15.00 % p.a. & 15.00 % p.a. & 15.00 % p.a. & 15.00 % p.a. &
& For service For service 5 For service 5 For service 5 For service 5 For service 5
5 yrs and yrs and above yrs and above yrs and above yrs and above yrs and above
above 2.00 % 2.00 % p.a. 2.00 % p.a. 2.00 % p.a. 2.00 % p.a. 2.00 % p.a.
p.a.
Mortality rate Indian Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured
Assured Lives Lives Lives Lives Lives Lives
Mortality(200 Mortality(2006- Mortality(2006- Mortality(2006- Mortality(2006- Mortality(2006-
6-08) 08) 08) 08) 08) 08)
Assumptions regarding future mortality have been based on published statistics and mortality tables.
iv. Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.
June 30, 2017 March 31, 2017 March 31, 2016 March 31,2015 March 31,2014 March 31,2013
Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease
Discount rate (1% movement) (22.41) 32.20 (19.54) 22.93 (14.50) 16.94 (9.83) 11.40 (6.61) 7.61 (6.45) 7.45
Future salary growth (1% movement) 26.28 (22.86) 23.05 (19.92) 17.37 (15.04) 11.62 (10.18) 7.87 (6.93) 7.62 (6.69)
Rate of employee turnover (1% movement) (0.82) 1.17 7.19 (8.42) 6.16 (7.18) 2.64 (3.00) 2.81 (3.15) 1.95 (2.20)
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the
reporting period.
v. Expected future cash flows

Expected future benefit payments 2017 2017 2016 2015 Proforma 2014 Proforma 2013 Proforma
1st Following year 23.65 17.66 14.37 8.33 9.65 5.64

2nd Following year 20.34 17.23 9.99 8.36 3.55 5.11
3rd Following year 21.75 16.92 17.02 5.91 7.51 6.21
4th Following year 25.58 23.93 14.87 10.54 4.79 7.75
Therafter 117.32 91.79 62.83 54.69 43.71 53.93
Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the period ended
30 June 2017 based on actuarial valuation using the projected accrued benefit method is Rs. 9.66 Mn ,Rs. 36.87 Mn for March 31, 2017, Rs. 30.59 Mn for March 31, 2016, Rs. 18.25 Mn for March 31, 2015, Rs.20.44
Mn for March 31, 2014, Rs.14.45 Mn for March 31, 2013.
Terminal Benefits: All terminal benefits including voluntary retirement compensation are fully written off to the Statement of Profit & Loss
Incentive Plans: The Group has a scheme of Performance Linked Variable Remuneration (PLVR) which is fully written off to the Statement of Profit & Loss. The Scheme rewards its employees based on Economic
Value Addition (EVA), which is related to actual improvement made in EVA over the previous period when compared with expected improvements.
During the Financial year ended March 31, 2016, the group has acquired Creamline Dairy Product Limited and Astec Lifescience Limited. Accordingly, the information as given above for the financial year ended
March 31, 2016 includes that of acquired entities.
279
Note 41 Share-based payment arrangements:
Description of share-based payment arrangements and related employee benefits
A. Godrej Agrovet Limited

Employee Stock Grant Scheme of Godrej Industries Limited.
The Company has participated in the Godrej Industries Limited Employee Stock Grant Scheme 2011 and on May 30, 2011 the Compensation Committee of the Company has approved the grant
of stocks to certain eligible employees in terms of the Employee Stock Grant Scheme 2011. The grants would vest in three equal parts every year over the next three years. The exercise price is
Re. 1 per equity share as provided in the scheme. During the quarter ended June 30, 2017, the Company has provided Rs. 5.50 Mn (for the year ended March 31, 2017, March 31, 2016, March
31, 2015, March 31, 2014 and March 31, 2013 19.0 Mn, Rs. 18.7 Mn, Rs. 1.35 Mn, Rs. 1.60 Mn and Rs. 1.60 Mn respectively) for the aforesaid eligible employees.
Employee stock options - equity settled

In December 2012, the Company instituted an Employee Stock Option Plan (GAVL ESOP) as approved by the Board of Directors and the Shareholders, for the allotment of 5,86,764 options
convertible into 5,86,764 equity shares of Rs. 10 each and Bonus Shares issued against the initial allotment for 35,20,584 shares of Rs. 10 each to eligible employees of the company.
The scheme is administered by an independent ESOP Trust created. The Company has issued 586,764 equity shares and Bonus Shares issued against the initial allotment for 76,27,932 shares to
the said ESOP Trust at face value of Rs. 10 each amounting to Rs. 5.87 Mn. During the year ended March 31, 2017, all the stock options were vested, exercised and transferred to the eligible
employees by March 31, 2017.
Category A
For the year ended 31 March 2017

Shares arising out Range of exercise Weighted average Weighted average
of options prices exercise price remaining
Particulars
contractual life
Options outstanding at the beginning of the year 18,43,457 10.00 1.43 21.5 months
Add: Options granted during the year 1,48,463 10.00 1.43 -
Less: Options lapsed during the year (1,48,463) - - -
Bonus shares issue against the allotment 18,43,457 - - -
Less: Options exercised during the year (36,86,914) 10.00 0.71 -
Options outstanding at the year end - - - -
Exercisable at the end of the period - - - -

Particulars contractual life
Add: Options granted during the year - - - -
Less: Options lapsed during the year - - - -
Bonus shares issue against the allotment - - - -
Less: Options exercised during the year - - - -
Options outstanding at the year end 18,43,457 10.00 1.43 21.5 months
Exercisable at the end of the period

Particulars of options prices exercise price remaining
contractual life
Exercisable at the end of the period 18,43,457 10.00 1.43 33.5 months
280
For the year ended 31 March 2014- Proforma

Options outstanding at the beginning of the year 2,63,351 10.00 10.00 60 Months
The weighted average grant date fair value of par value options granted under Category A during the years ended March 31, 2017 was Rs. 154.60, 2016 was Rs 309.20, 2015 was Rs 309.20,
2014 was Rs. 2164.41 and 2013 was Rs. 2164.41 per option, respectively. The weighted average share price during the years ended March 31, 2017 is Rs. 297.17 per share.
Category B

Particulars
contractual life
Options outstanding at the beginning of the year 22,63,891 10.00 1.43 -

Bonus shares issue against the allotment 22,63,891 10.00 - -
Less: Options exercised during the year (45,27,782) 10.00 0.71 -

Particulars
contractual life

Options outstanding at the year end 22,63,891 10.00 1.43 -
281
Particulars
contractual life




Particulars
contractual life

Exercisable at the end of the period -
The weighted average grant date fair value of par value options granted under Category B during the years ended March 31, 2017 was Rs. 154.60, 2016 was Rs 309.20, 2015 was Rs 309.20,
2014 was Rs. 2164.41 and 2013 was Rs. 2164.41 per option, respectively. The weighted average share price during the years ended March 31, 2017 is Rs. 297.17 per share .
Valuation of stock options
The fair value of stock options granted during the period has been measured using the BlackScholes option pricing model at the date of the grant. The Black-Scholes option pricing model
includes assumptions regarding dividend yields, expected volatility, expected terms and risk free interest rates. They key inputs and assumptions used are as follows:
Share price: The share price has been obtained through valuation report.
Exercise Price: Exercise Price is the market price or face value or such other price as determined by the Remuneration and Compensation Committee.
Expected Volatility: The historical volatility of the stock till the date of grant has been considered to calculate the fair value of the options.
Expected Option Life: Expected Life of option is the period for which the Company expects the options to be live. The minimum life of a stock option is the minimum period before which the
options cannot be exercised and the maximum life is the period after which the options cannot be exercised.
Expected dividends: Expected dividend yield has been calculated as an average of dividend yields for the four financial years preceding the date of the grant.
Risk free interest rate: The risk free interest rate on the date of grant considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on the
zero coupon yield curve for Government Securities.
These assumptions reflect managements best estimates, but these assumptions involve inherent market uncertainties based on market conditions generally outside of the Companys control. As a
result, if other assumptions had been used in the current period, stock-based compensation expense could have been materially impacted. Further, if management uses different assumptions in
future periods, stock based compensation expense could be materially impacted in future years. The estimated fair value of stock options is charged to income on a straight-line basis over the
requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. The weighted average inputs used in computing the fair value of
options granted were as follows:
Grant date
16/01/2013
Fair value 154.14
Share price 154.60
Exercise price 10.00
Expected volatility (weighted-average) 0.00%
Expected life (weighted-average) 5
Expected dividends 0.00%
Risk-free interest rate (based on government bonds) 9.00%
282
B. Astec Lifescience Limited
(a) Employee stock option scheme (ESOS,2015)

The Company has implemented Employees under Employee stock option scheme (ESOS, 2015) which was approved by the Shareholders at the 21st Annual General Meeting. The employee
stock option scheme is designed to provide incentives to all the permanent employees to deliver long-term returns. Under the plan, participants are granted options which will vest in 4 years (40%
in 1st year, 30% in 2nd year, 20% in 3rd year and 10% in 4th year) from the date of grant. Participation in the plan is at the discretion of the Compensation Committee / Board of Directors of the
company.
Once vested, the options remains exercisable for a period of three years.
Options are granted at the market price on which the options are granted to the employees under ESOS 2015. When exercisable, each option is convertible into one equity share.
Set out below is a summary of options granted under the plan:
June 30, 2017 March 31, 2017
Average exercise Average exercise

Number of Number of
price per share price per share
options options
option (INR) option (INR)
Opening balance 34.00 50,000 - -

Granted during the year - - 387.35 50,000
Exercised during the year - - - -
Lapsed during the year - - - -
Closing balance 50,000 50,000
Vested and exercisable - -
(b) Employee stock option plan (ESOP,2012)

The company has implemented Employee Stock Option Plan (ESOP 2012) which was approved by the Shareholders at the Extra-Ordinary General Meeting of the company in the Year 2012. The
employee stock option plan is designed to provide incentives to all the permanent employees to deliver long-term returns. Under the plan, participants are granted options which will vest in 4
years (40% in 1st year, 30% in 2nd year, 20% in 3rd year and 10% in 4th year) from the grant date. Participation in the plan is at the discretion of the Compensation Committee / Board of
Directors of the company.
Once vested, the options remains exercisable for a period of seven years.
Options are granted under ESOP 2012 at an exercise price of INR 34/- each. When exercisable, each option is convertible into one equity share.
Set out below is a summary of options granted under the plan:
June 30, 2017 March 31, 2017 March 31, 2016
Average exercise Average exercise Average exercise

Number of Number of
price per share price per share price per share Number of options
options options
option (INR) option (INR) option (INR)
Opening balance 34.00 50,000 34.00 1,21,000 34.00 86,000

Granted during the year - - - - 34.00 40,000
Exercised during the year 34.00 3,600 34.00 57,800 - -
Lapsed during the year - - 34.00 13,200 - 5,000
Closing balance - 46,400 - 50,000 - 1,21,000
Vested and exercisable - 17,300 - 11,900 - 32,400
No options expired during the periods covered in the above tables.
Share options outstanding at the end of the year have the following expiry date and exercise prices:
Grant date Expiry date Exercise price Share options Share options Share options
Share options
January 31, 2015 January 30, 2023 34.00 800 800 32,400 34,400
January 31, 2015 January 30, 2024 34.00 7,500 11,100 24,300 25,800
January 31, 2015 January 30, 2025 34.00 13,400 13,400 16,200 17,200
January 31, 2015 January 30, 2026 34.00 6,700 6,700 8,100 8,600
May 16, 2015 May 15, 2023 34.00 - - 16,000 -
May 16, 2015 May 15, 2024 34.00 9,000 9,000 12,000 -
May 16, 2015 May 15, 2025 34.00 6,000 6,000 8,000 -
May 16, 2015 May 15, 2026 34.00 3,000 3,000 4,000 -
July 26, 2016 July 25, 2020 387.35 20,000 20,000 - -
July 26, 2016 July 25, 2021 387.35 15,000 15,000 - -
July 26, 2016 July 25, 2022 387.35 10,000 10,000 - -
July 26, 2016 July 25, 2023 387.35 5,000 5,000 - -
Total 96,400 1,00,000 1,21,000 86,000

Weighted average remaining contractual life of options outstanding at end of period 5.73 6.02 6.94 8.84
283
Fair value of options granted
The fair value of grant date of options granted is mentioned in the table below. The fair value at grant date is determined using the Black Scholes model which takes into account the exercise
price, the term of option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
Grant date Expiry date Fair Value Share options Share options Share options Share options
January 31, 2015 January 30, 2023 95.84 800 800 32,400 34,400
January 31, 2015 January 30, 2024 109.41 7,500 11,100 24,300 25,800
January 31, 2015 January 30, 2025 109.91 13,400 13,400 16,200 17,200
January 31, 2015 January 30, 2026 110.49 6,700 6,700 8,100 8,600
May 16, 2015 May 15, 2023 105.77 - - 16,000 -
May 16, 2015 May 15, 2024 118.18 9,000 9,000 12,000 -
May 16, 2015 May 15, 2025 119.30 6,000 6,000 8,000 -
May 16, 2015 May 15, 2026 119.67 3,000 3,000 4,000 -
July 26, 2016 July 25, 2020 100.00 20,000 20,000
July 26, 2016 July 25, 2021 159.00 15,000 15,000
July 26, 2016 July 25, 2022 278.00 10,000 10,000
July 26, 2016 July 25, 2023 297.00 5,000 5,000
Total 96,400 1,00,000 1,21,000 86,000
ESOS, 2015 granted on 26 July 2016

Options are granted for a consideration as mentioned in the below table and 40% of options vest after 1 year, 30% of options after 2 years, 20% of options after 3 years and 10% of options after 4
years. Vested options are exercisable for a period of 3 years after vesting.
July 25, 2020 July 25, 2021 July 25, 2022 July 25, 2023
Exercise Price INR 387.35 INR 387.35 INR 387.35 INR 387.35
Grant Date July 26, 2016 July 26, 2016 July 26, 2016 July 26, 2016
Expiry Date July 25, 2020 July 25, 2021 July 25, 2022 July 25, 2023
Share price at grant date INR 387.35/- INR 387.35/- INR 387.35/- INR 387.35/-
Expected price volatility of the company's shares 57% 66% 115% 109%
Expected dividend yield 0.00% 0.00% 0.00% 0.00%
Risk free interest rate 8.27% 8.17% 8.20% 8.32%
ESOP, 2012- Option B granted on 16 May 2015

Options are granted for a consideration as mentioned in the below table and 40% of options vest after 1 year, 30% of options after 2 years, 20% of options after 3 years and 10% of options after 4
May 15, 2023 May 15, 2024 May 15, 2025 May 15, 2026
INR 34/- (March INR 34/- (March INR 34/- (March INR 34/- (March
31, 2016 - INR 34/- 31, 2016 - INR 34/- 31, 2016 - INR 34/- 31, 2016 - INR
Exercise Price ) ) ) 34/-)
Grant Date 16 May 2015 16 May 2015 16 May 2015 16 May 2015
Expiry Date May 15, 2023 May 15, 2024 May 15, 2025 May 15, 2026
Share price at grant date INR 138/- INR 138/- INR 138/- INR 138/-
ESOP, 2012- Option A granted on 31 January 2015

Options are granted for a consideration as mentioned below in the table and vest 40% of options after 1 year, 30% of options after 2 years, 20% of options after 3 years and 10% of options after 4
January 30, 2023 January 30, 2024 January 30, 2025 January 30, 2026
INR 34/- (March INR 34/- (March INR 34/- (March INR 34/- (March
31, 2016 - INR 34/- 31, 2016 - INR 34/- 31, 2016 - INR 34/- 31, 2016 - INR
Exercise Price ) ) ) 34/-)
Grant Date January 31, 2015 January 31, 2015 January 31, 2015 January 31, 2015
Expiry Date January 30, 2023 January 30, 2024 January 30, 2025 January 30, 2026
Share price at grant date INR 127.70/- INR 127.70/- INR 127.70/- INR 127.70/-
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to
publicly available information.
b) Expense arising from share based payment transactions
Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were as follows:
(Rs. in million)
June 30, 2017 March 31, 2017 March 31, 2016
Employee stock option plan 1.50 5.65 6.65
TOTAL 1.50 5.65 6.65
284
Note 42.1 Financial instruments Fair values and risk management

A. Accounting classification and fair values
Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. It does not include the fair
value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Carrying amount Fair value (Rs. in million)

June 30, 2017 FVTPL FVOCI Amortised Total Level 1 Level 2 Level 3 Total
Cost
Non-current Financial Assets
Non-current investments 0.09 - - 0.09 - 0.09 - 0.09
Long-term loans and advances - - 147.27 147.27 - - - -
Lease receivable - - 29.97 29.97 27.33 27.33
Other non-current financial assets - - 16.08 16.08 - - - -
Current Financial Assets

Investments 100.08 - - 100.08 100.08 - - 100.08
Trade receivables - - 7,207.54 7,207.54 - - - -
Cash and cash equivalents - - 374.83 374.83 - - - -
Bank balance other than above - - 21.97 21.97 - - - -
Loans - - 133.83 133.83 - - - -
Lease receivable - - 5.80 5.80 9.40 - 9.40
Other current financial assets 0.27 - 112.69 112.96 - 0.27 - 0.27
100.44 - 8,049.98 8,150.42 100.08 37.09 - 137.17
Non-current Financial liabilities
Deferred Sales Tax Loan - - 26.48 26.48 - 26.48 - 26.48
Other long term borrowings - - 168.25 168.25 - - - -
Non-current liabilities - Other financial liabilities - - 173.97 173.97 - - - -
Current Financial liabilities

Short term borrowings - - 6,960.18 6,960.18 - - - -
Trade and other payables - - 9,953.28 9,953.28 - - - -
Other financial liabilities 1.90 27.17 2,011.16 2,040.23 - 29.07 - 29.07
1.90 27.17 19,293.32 19,322.39 - 55.55 - 55.55

March 31, 2017 FVTPL FVOCI Amortised Total Level 1 Level 2 Level 3 Total
Cost
Lease receivable - - 31.61 31.61 - 26.38 - 26.38

Loans - - 255.34 255.34 - - - -
Other current financial assets - 17.03 92.05 109.08 - 17.03 - 17.03
0.09 17.03 6,396.21 6,413.33 - 52.18 - 52.18
Non-current liabilities - Other financial liabilities - - 353.26 353.26 - - - -

Short term borrowings - - 6,397.34 6,397.34 - 1,261.58 - 1,261.58
Other financial liabilities 4.48 17.81 1,664.74 1,687.03 - 22.29 - 22.29
4.48 17.81 17,026.50 17,048.79 - 1,313.71 - 1,313.71
285
March 31, 2016 FVTPL FVOCI Amotised Total Level 1 Level 2 Level 3 Total
INR Cost

Current investments 519.89 - - 519.89 519.89 - - 519.89
Trade receivables - 4,545.40 4,545.40 - - - -
Loans - - 1,389.26 1,389.26 - - - -
523.45 - 7,086.84 7,610.30 519.89 44.44 - 564.33

Other long term borrowings - - 181.02 181.02 - 81.77 - 81.77
Other non-current financial liabilities - - 391.94 391.94 - - - -

Short term borrowings - - 12,606.65 12,606.65 - 1,187.74 - 1,187.74
Other financial liabilities 3.99 - 2,212.80 2,216.79 - 3.99 - 3.99
3.99 - 18,768.30 18,772.29 - 1,300.28 - 1,300.28

March 31, 2015 FVTPL FVOCI Amotised Total Level 1 Level 2 Level 3 Total
INR Cost

Current investments 366.11 - - 366.11 366.11 - - 366.11
Loans - - 958.92 958.92 - - - -
Other current financial assets - - 135.40 135.40 - - - -
366.19 - 4,080.40 4,446.59 366.11 0.08 - 366.19

Other non-current financial liabilities - - - 44.60 44.60 - - - -

0.79 - 10,075.24 10,076.03 - 31.03 - 31.03
286
March 31, 2014- Proforma FVTPL FVOCI Amotised Total Level 1 Level 2 Level 3 Total
INR Cost

Cash and cash equivalents - - 1,138.59 1,138.59 - - - -
Loans - - 851.50 851.50 - - - -
0.08 - 4,493.36 4,493.44 - 0.08 - 0.08

Other long term borrowings - - 1,607.33 1,607.33 - - - -

21.25 - 9,601.91 9,623.16 - 51.85 - 51.85

March 31, 2013 - Proforma FVTPL FVOCI Amotised Total Level 1 Level 2 Level 3 Total
INR Cost
Financial assets - Long term loans and advances - - 219.14 219.14 - - - -

Loans - - 778.19 778.19 - - - -
7.88 - 3,092.95 3,100.83 - 7.88 - 7.88


Other financial liabilities 0.33 - 835.67 836.00 - 0.33 - 0.33
0.33 - 7,418.46 7,418.79 - 29.33 - 29.33
B. Measurement of fair values

Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include :
- the fair value of the forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.
All of the resulting fair value estimates are included in level 2 where the fair values have been determined based on present values and the discount rates used were adjusted for
counterparty or own credit risk.
C. Financial risk management

The Group has exposure to the following risks arising from financial instruments:
Credit risk ;
Liquidity risk ; and
Market risk
i. Risk management framework
The Groups board of directors has overall responsibility for the establishment and oversight of the Groups risk management framework. The board of directors has established
the Risk Management Committee, which is responsible for developing and monitoring the Groups risk management policies. The committee reports regularly to the board of
directors on its activities
The Groups risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and
adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Groups activities. The Group, through its
training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and
obligations.
The audit committee oversees how management monitors compliance with the Groups risk management policies and procedures, and reviews the adequacy of the risk
management framework in relation to the risks faced by the Group. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular
and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
287
Note 42.2 Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables
from customers
The carrying amount of following financial assets represents the maximum credit exposure:
Trade and other receivables
The Groups exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. Credit risk is managed through credit approvals,
establishing credit limits and continuously monitoring the creditworthiness of customers to which the Group grants credit terms in the normal course of business.
The Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Groups standard payment and delivery terms
and conditions are offered. Most of the Group's export sales are backed by letters of credit, Export Credit Guarantee Corporation and accordingly no provision has been made on the same. Further for
domestic sales, the Group segments the customers into Distributors and Others for credit monitoring.
The Group maintains adequate security deposits for sales made to its distributors. For other trade receivables, the Group individually monitors the sanctioned credit limits as against the outstanding
balances. Accordingly, the Group makes specific provisions against such trade receivables wherever required and monitors the same at periodic intervals.
The Group monitors each loans and advances given and makes any specific provision wherever required.
The Group establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.
The maximum exposure to credit risk for trade receivables by type of counterparty was as follows
Carrying amount (Rs. in million)

Proforma Proforma
Trade receivables 7,207.54 5,219.83 4,545.40 2,692.61 2,258.53 1,817.74

Exports
Distributors - - - - - -
Other 483.11 408.80 297.20 13.58 33.30 -
Domestic -
Distributors 5,192.68 3,922.71 3,438.31 2,507.33 1,900.83 1,536.37
Other 1,531.75 888.31 809.89 171.70 324.40 281.37
7,207.54 5,219.83 4,545.40 2,692.61 2,258.53 1,817.74
Other receivables 206.64 307.23 681.51 695.68 698.43 727.85
Impairment
The ageing of trade and other receivables that were not impaired was as follows.
(Rs. in million)
Proforma Proforma
Neither past due nor impaired 5,307.06 3,179.57 2,667.62 958.90 1,370.46 1,028.37
Past due 130 days 601.52 725.32 671.84 674.89 436.64 315.66
Past due 3190 days 592.63 693.57 458.23 561.08 304.91 157.84
Past due 91180 days 300.45 209.09 324.47 313.84 40.02 91.66
> 180 days 405.88 412.27 423.24 183.91 106.50 224.21
7,207.54 5,219.83 4,545.40 2,692.61 2,258.53 1,817.74
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
(Rs. in million)
Proforma Proforma
Balance as at April 1 77.78 42.45 20.80 31.79 33.14 41.44

Impairment loss recognised 50.27 112.05 67.73 30.03 48.03 51.68
Amounts written off (8.51) (76.72) (46.08) (41.02) (49.38) (59.98)
Balance as at March 31 119.53 77.78 42.45 20.80 31.79 33.14
The movement in the allowance for impairment in respect of other receivables during the year was as follows:
(Rs. in million)
Proforma Proforma

Impairment loss recognised (2.75) (191.48) 3.39 1.95 11.14 -
Amounts written off (0.92) (3.35) (2.89) (1.69) (11.14) -
Cash and cash equivalents & other bank balances

The cash and cash equivalents and other bank balances are held with bank and financial institution counterparties with good credit rating.
288

Note 42.3 Currency risk
Financial instruments Fair values and risk management (continued)
iv. Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Groups income or the value of its holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return.
Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our group treasury
department, which evaluates and exercises independent control over the entire process of market risk management.
We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.
Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised.
Currency risk
The Group's risk management policy is to hedge its foreign currency exposure in accordance with the exposure limits advised from time to time.
The functional currencies of group companies are primarily the local currency of the respective companies in which they operate. The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which revenues and
expenses are denominated and the respective functional currencies of Group companies. The currencies in which these transactions are primarily denominated are INR.
Foreign currency revenues are in the nature of export sales, royalty, know-how, professional and consultation fees.
Exposure to currency risk

The summary quantitative data about the Groups exposure to currency risk as reported to the management of the Group is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. (Rs. in million)
The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
(Rs. in million)
March 31, 2014 March 31, 2013
June 30, 2017 March 31, 2017 March 31, 2016 March 31, 2015 Proforma Proforma
USD EUR GBP USD EUR GBP USD EUR USD USD EUR USD EUR
Financial Assets
Trade receivables 442.78 395.40 9.16 - 420.74 20.51 13.65 33.30 - - -
Foreign exchange forward contracts (27.67) - - - 5.84 - - - - - -
Net exposure to foreign currency risk Assets 415.11 - - 395.40 9.16 - 414.90 20.51 13.65 33.30 - - -
Financial Liabilities
Trade payables (371.56) (0.71) (334.17) - (0.70) (444.04) - (161.93) (469.79) (30.11) (107.42) -
Borrowings (637.32) (579.11) - - (258.28) - - - - - -
Buyers Credit (19.65) 0.06 (9.98) - - (26.34) - - - - - -
Foreign exchange forward contracts 776.84 732.88 - - 220.40 - 149.43 439.61 30.11 35.64 -
Net exposure to foreign currency risk (liabilities) (251.69) 0.06 (0.71) (190.38) - (0.70) (508.26) - (12.50) (30.18) - (71.78) -
Net exposure 163.42 0.06 (0.71) 205.02 9.16 (0.70) (93.36) 20.51 1.15 3.12 - (71.78) -
289
Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee against all other currencies at 30 June, 2017 and 31 March for other years would have affected the measurement of financial
instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain
constant and ignores any impact of forecast sales and purchases.
(Rs. in million)
Profit or loss
Effect in Strengthening Weakening
June 30, 2017
USD (1% movement) 1.63 (1.63)
EUR (2% movement) 0.00 (0.00)
GBP (2% movement) (0.01) 0.01
1.62 (1.62)
Profit or loss
March 31, 2017
USD (1% movement) 2.13 (2.13)
EUR (2% movement) (0.18) 0.18
GBP (2% movement) 0.01 (0.01)
1.96 (1.96)
Profit or loss
March 31, 2016
USD (3% movement) 9.46 (9.46)
EUR (2% movement) (0.41) 0.41
9.05 (9.05)
Profit or loss
March 31, 2015- Proforma
USD (2% movement) 0.02 (0.02)
0.02 (0.02)
Profit or loss
USD (5% movement) 0.16 (0.16)
0.16 (0.16)
Profit or loss
USD (2% movement) (1.44) 1.44
(1.44) 1.44
Note: Sensitivity has been calculated using standard Deviation % of corresponding Foreign currency rate movement. For the quarter ended June 30, 2017, the deviation % for the year ended March 31, 2017 has been considered.
290

Note 42.4 Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Groups approach
to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses
or risking damage to the Groups reputation. The Group has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of
netting agreements.
(Rs. in million)
Contractual cash flows
June 30, 2017 Carrying Total 0-6 months 6-12 months 1-2 years 2-5 years More than
amount 5 years
Non-derivative financial liabilities

Non current, non derivative financial liabilities
6,000 8% Cumulative Non-convertible Redeemable Preference Shares of the par value of Rs.10 each 0.06 0.06 - - - - 0.06
Deferred Sales Tax Loan 26.48 34.16 - - 8.49 25.67 -

Deferred payment liabilities 36.03 36.03 - - 10.30 25.74 -
Term Loan from Bank 127.63 127.63 - - 48.39 79.24 -
Term loans from Bank and NBFC - Secured 4.53 4.53 - - 2.45 2.08 -
Other non-current financial liabilities 173.97 173.97 - - 173.97 - -
Current, non derivative financial liabilities

Cash Credit / WC Demand Loans From Bank 1,297.42 1,297.42 1,107.30 190.13 - - -
Term loans from banks 1,643.11 1,643.11 1,643.11 - - - -
Commercial papers 4,000.00 4,000.00 4,000.00 - - - -
Buyers Credit 19.65 19.65 19.65 - - - -
Trade and other payables- others 4,082.09 4,082.09 4,082.09 - - - -
Acceptances 5,871.18 5,871.18 5,871.18 - - - -
Other current financial liabilities 2,011.16 2,011.16 1,987.87 22.86 0.06 0.26 0.12
-
Derivative financial liabilities 29.07 29.07 12.03 17.04 - - -
Total 19,322.38 19,330.06 18,723.23 230.03 243.66 132.99 0.18
291
(Rs. in million)
March 31, 2017 Carrying Total 0-6 months 6-12 months 1-2 years 2-5 years More than
amount 5 years


Deferred payment liabilities 41.18 41.18 - - 10.30 30.89 -
Term loans from Bank and NBFC - Secured 5.76 5.76 - - 3.17 2.59 -
Other non-current financial liabilities 353.26 353.26 - 353.25 - - 0.01

Cash Credit / WC Demand Loans From Bank 1,629.23 1,629.23 1,629.23 - - - -
Term loans from banks 2,008.13 2,008.13 2,008.13 - - - -
Buyers Credit 9.98 9.98 9.98 - - - -
Trade and other payables- others 3,123.77 3,123.77 3,123.77 - - - -
Acceptances 5,281.02 5,281.02 5,281.02 - - - -
Other current financial liabilities 1,664.74 1,670.37 1,649.82 20.54 - - -
Derivative financial liabilities 22.29 22.29 - 22.29 - - -
Total 17,048.82 17,061.97 16,451.95 396.08 69.41 144.46 0.07
292
(Rs. in million)
amount 5 years

Term Loan From NBFC 88.20 88.20 - - 80.72 7.48 -
Deferred payment liability 42.07 42.07 - - 0.89 30.89 10.29
0.06 0.06 - - - - 0.06
6,000 8% Cumulative Non-convertible Redeemable Preference Shares of the par value of Rs.10 each
Other non-current financial liabilities 391.95 391.95 - - 391.95 - -

Short Term loans from banks 3,941.25 3,941.25 3,941.25 - - - -
Other Short term borrowings 0.19 0.19 0.19 - - - -
Trade and other payables 3,061.39 3,061.39 3,061.39 - - - -
Acceptances 287.72 287.72 287.72 - - - -
Derivative financial liabilities 3.99 3.99 1.15 2.84 - - -

Total 18,772.30 18,783.20 17,345.49 827.06 496.10 104.20 10.35
293
(Rs. in million)
amount 5 years

Term Loans from Bank & NBFC 681.61 681.61 - - 501.61 180.00 -
Other non-current financial liabilities-Liability towards beneficiaries of Group's ESOP Trust 44.60 44.60 - - 44.60 - -

Term loans from banks 450.48 450.48 450.48 - - - -
Acceptances 94.11 94.11 94.11 - - - -
Derivative financial liabilities 0.79 0.79 - 0.79 - - -
Total 10,076.03 10,076.03 9,306.58 3.90 547.87 217.68 -

March 31, 2014- Proforma Carrying Total 0-6 months 6-12 months 1-2 years 2-5 years More than
amount 5 years

Term Loans from Bank & NBFC 1,607.33 1,607.33 - - 1,207.33 400.00 -
Deferred Sales Tax Loan 42.44 42.44 - - 3.11 13.66 25.67
Other non-current financial liabilities-Liability towards beneficiaries of Group's ESOP Trust 11.15 11.15 - - - 11.15 -

Acceptances 30.24 30.24 30.24 - - - -
Derivative financial liabilities 21.25 21.25 21.25 - - - -
Total 9,623.16 9,623.16 7,959.54 2.70 1,210.44 424.81 25.67
294
(Rs. in million)
March 31, 2013- Proforma Carrying Total 0-6 months 6-12 months 1-2 years 2-5 years More than
amount 5 years

Term Loans from Bank & NBFC 1,003.93 1,003.93 - - 1,003.93 - -
Deferred Sales Tax Loan 46.40 46.40 - - 3.96 4.76 37.68

Other current financial liabilities 835.67 835.67 835.40 0.27 - - -
Derivative financial liabilities 0.33 0.33 0.33 - - - -
Total 7,418.79 7,418.79 6,368.19 0.27 1,007.89 4.76 37.68
The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually
closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross
cash settlement.
Guarantees issued by the Group on behalf of joint venture are with respect to borrowings raised by the respective joint venture. These amounts will be payable on default by the concerned joint venture. As of the
reporting date, none of the joint ventures have defaulted and hence, the Group does not have any present obligation to third parties in relation to such guarantees.
295
Note 42.5 Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing
financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the
risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.
Exposure to interest rate risk
The interest rate profile of the Groups interest-bearing financial instruments as reported to the management of the Group is as follows.
Nominal amount (Rs. in million)

Proforma Proforma
Fixed-rate instruments
Financial assets 267.42 281.35 1,463.45 982.60 1,849.77 867.15
Financial liabilities 6,064.40 5,510.10 13,573.08 7,335.14 6,588.78 4,985.89
Variable-rate instruments
Financial Liabilities 1,644.74 1,642.81 969.91 - - -
Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This
analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.
Profit or loss
100 bp increase 100 bp decrease
June 30, 2017 (16.45) 16.45

March 31, 2017 (16.43) 16.43
March 31, 2016 (9.70) 9.70
The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarised above. This calculation also
assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily
representative of the average debt outstanding during the period.
Fair value sensitivity analysis for fixed-rate instruments
The groups fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the
future cash flows will fluctuate because of a change in market interest rates.
296
Note. 43 Hedge accounting
The Group uses forward exchange contracts to hedge its currency risk.
Where the Group follows hedge accounting, the forward exchange contracts are denominated in the same currency as the highly probable future transaction value and the hedge ratio is 1:1. Most of these contracts have a maturity of 18 months from the reporting date.
The Group's policy is for the critical terms of the forward exchange contracts to align with the hedged item.
The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The Group assesses whether the derivative designated in
each hedging relationship is expected to be and has been effective in offsetting changes in the cash flows of the hedged item using the hypothetical derivative method.
In these hedge relationships, changes in timing of the hedged transactions is the main source of hedge ineffectiveness.
a. Disclosure of effects of hedge accounting on financial position

Line item in the Change in the value
Changes in fair
Carrying amount of hedging statement of of hedged item used
Nominal Average strike value of the
Type of hedge instrument financial position Maturity date Hedge ratio as the basis for
Value price/ rate hedging
where the recognising hedge
instrument
Assets Liabilities hedging effectiveness
Forward exchange forward contracts on August 2017 to January
Derivative liability 1:1 68.34 14.50 (14.50)
outstanding borrowings 677.78 27.17 2018

Line item in the Change in the value
Changes in fair
Carrying amount of hedging statement of of hedged item used
Nominal Average strike value of the
Type of hedge instrument financial position Maturity date Hedge ratio as the basis for
Value price/ rate hedging
where the recognising hedge
instrument
Assets Liabilities hedging effectiveness
Forward exchange forward contracts on May 1,2017 to
Derivative asset 1:1 71.02 23.71 (23.71)
outstanding borrowings 267.50 17.08 September 25, 2017
Forward exchange forward contracts on August 2017 to January
Derivative liability 1:1 70.26 (14.20) 14.20
outstanding borrowings of subsidiary 369.87 17.81 2018
637.37 17.08 17.81 9.51 (9.51)
b. Disclosure of effects of hedge accounting on financial performance

June 30, 2017 Line item in the
statement of profit
Change in the value of the or loss that includes Line item affected in statement of
hedging instrument recognised in Hedge ineffectiveness recognised in profit or the hedge Amount reclassified from cash flow profit or loss because of the
OCI loss ineffectiveness hedging reserve to profit or loss reclassification
Cash flow hedge (46.01) NA NA NA NA
March 31, 2017 Line item in the

statement of profit
Change in the value of the or loss that includes Line item affected in statement of
hedging instrument recognised in Hedge ineffectiveness recognised in profit or the hedge Amount reclassified from cash flow profit or loss because of the
OCI loss ineffectiveness hedging reserve to profit or loss reclassification
Cash flow hedge 31.52 NA NA NA NA
c. The following table provides a reconciliation by risk category of components of equity and analysis of OCI items, net of tax, resulting from cash flow hedge accounting
Movements in cash flow hedging reserve Amount

As at March 31, 2016 -
Add : Changes in fair value 31.52
Less: Deferred tax relating to the above (10.91)
Transfer to NCI 0.18
As at March 31, 2017 20.79
Add : Changes in fair value (46.01)
Less: Deferred tax relating to the above 15.92
Transfer to NCI 4.04 297
As at June 30, 2017 (5.26)
Note 44 Tax expense

(a) Amounts recognised in profit and loss (Rs. in million)
For the quarter For the year ended For the year ended For the year ended For the year ended For the year ended
Current income tax 307.92 743.75 484.95 550.62 430.98 273.98
Deferred income tax liability / (asset),

net
Origination and reversal of 27.69 245.38 260.01 55.09 75.43 126.44
temporary differences
Change in tax rate 6.91 9.98 - - 1.67
Deferred tax expense 27.69 252.29 269.99 55.09 75.43 128.10
Tax expense for the year 335.61 996.04 754.94 605.71 506.41 402.08
(b) Amounts recognised in other comprehensive income (Rs. in million)

For the quarter ended June 30, 2017 For the year ended March 31, 2017 For the year ended March 31, 2016 For the year ended March 31, 2015 For the year ended March 31, 2014 For the year ended March 31, 2013
Before tax Tax (expense) Net of tax Before tax Tax (expense) benefit Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax
benefit benefit benefit benefit benefit
Items that will not be reclassified to
profit or loss
Remeasurements of defined benefit (42.00) 14.53 (27.47) (39.36) 13.62 (25.74) (20.17) 9.45 (10.72) (22.82) 7.76 (15.06) (1.43) 0.48 (0.95) (17.28) 5.87 (11.41)
liability/(asset)
Equity accounted investee's share of other 8.69 0.52 9.21 (2.37) 0.82 (1.55) 1.53 (0.53) 1.00 1.72 (0.58) 1.14 (0.65) 0.22 (0.43) 0.86 (0.29) 0.57
comprehensive income

or loss
Deferred gain/loss on cash flow hedges (46.01) 15.92 (30.09) 31.52 (10.91) 20.61 - - - - - - - - - - - -
(79.32) 30.97 (48.35) (10.21) 3.53 (6.68) (18.64) 8.92 (9.72) (21.10) 7.18 (13.92) (2.08) 0.70 (1.38) (16.42) 5.58 (10.84)
298
(c) Amounts recognised directly in (Rs. in million)
equity
For the quarter ended June 30, 2017 For the year ended March 31, 2017 For the year ended March 31, 2016 For the year ended March 31, 2015 For the year ended March 31, 2014 For the year ended March 31, 2013
Before tax Tax (expense) Net of tax Before tax Tax (expense) benefit Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax
benefit benefit benefit benefit benefit
Amortisation of Intangibles as per Oil 10.63 (3.68) 6.95 42.51 (14.71) 27.80 42.51 (13.93) 28.58 42.51 (9.66) 32.85 42.51 (8.04) 34.47 42.51 (2.86) 39.65
Palm Companies Merger Scheme
approved by Bombay High Court
Deferred Tax on account of Property, plant - - - - - - - - - - - - (2.16) 0.73 (1.43) (6.08) 2.07 (4.01)
and equipment deemed cost adjustment
Restatement/revision in the Value of - - - - - - - - - - - - (311.98) 106.04 (205.94) - - -

certain Assets as approved by Bombay
High Court
Adjustments relating to subsidiaries - - - - - - (4.50) 1.56 (2.94) - - - - - - - - -

acquired during the year
10.63 (3.68) 6.95 42.51 (14.71) 27.80 38.01 (12.37) 25.64 42.51 (9.66) 32.85 (271.63) 98.73 (172.90) 36.43 (0.79) 35.64
(d) Reconciliation of effective tax rate (Rs. in million)

For the quarter For the year ended For the year ended For the year ended For the year ended For the year ended
Profit before tax including exceptional 1,078.47 3,739.98 3,365.81 2,706.99 2,072.01 1,369.55
items
Group's domestic tax rate 34.61% 34.61% 34.61% 33.99% 33.99% 33.99%
Tax using the Groups domestic tax 373.24 1,294.33 1,164.84 920.10 704.28 465.51
rate
Tax effect of:

Expense not allowed for tax purposes 9.74 35.11 15.43 (2.27) (30.44) (29.98)
Expense not allowed for tax purposes/ - - (4.55) (0.86) (16.23)

allowed on payment made
Additional allowance for tax purpose (18.77) (178.30) (63.92) (113.08) (99.73) (35.08)
Income not considered for tax purpose (69.22) (112.51) (114.92) (9.69) (3.38)
Difference in Tax rate (38.38) (135.80) - 0.35 (1.66)

Deferred Tax Asset not created on Losses (3.11) (38.23) (39.17) 15.97 9.05
MAT credit utilised - - - (3.74) -

Share of profit of associate and joint (24.09) (47.73) (113.02) (57.67) (63.23) 2.50
ventures
Others (4.51) 3.34 38.15 12.72 (7.36) (4.87)
335.61 996.04 754.94 605.71 506.41 402.08
Current tax 307.92 743.75 484.95 550.62 430.98 273.98

Deferred tax 27.69 252.29 269.99 55.09 75.43 128.10
Total tax 335.61 996.04 754.94 605.71 506.41 402.08
The Groups weighted average tax rates for the quarter ended June 30, 2017, years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013 were 31%, 27%, 22%, 22%, 24% and 29%,
respectively.
The effective tax rate were lower primarily as a result of a weighted deduction on research and development expenses and other specific deductions of the Income Tax Act, 1961.
299
Note 45 Deferred tax

Movement in deferred tax balances for the quarter ended June 30, 2017
(Rs. in million)
Net balance Recognised in Recognised Recognised Acquired in business Net balance Deferred tax Deferred tax
April 1, 2017 profit or loss in OCI directly in equity combinations June 30, 2017 asset liability
Deferred tax asset/(liabilities)

Property, plant and equipment & Intangible assets (1,456.49) (11.18) - 3.68 - (1,464.01) 49.08 (1,513.09)
Compensated absences 5.12 0.47 - - - 5.59 - 5.59
Investments (171.57) (19.58) - - - (191.15) (17.43) (173.71)
Biological Assets 0.43 - - - - 0.43 - 0.43
Doubtful Debts 32.37 4.84 - - - 37.21 - 37.21
Employee Benefits 11.12 7.32 0.64 - - 19.07 - 19.07
MAT Credit Entitlement 76.35 (3.43) - - - 72.92 - 72.92
Others (99.70) (6.12) 15.92 - - (89.90) - (89.90)
Tax assets (Liabilities) (1,602.37) (27.69) 16.56 3.68 - (1,609.84) 31.65 (1,641.49)
Movement in deferred tax balances for the year ended March 31, 2017
(Rs. in million)
April 1, 2016 profit or loss in OCI directly in equity combinations March 31, 2017 asset liability

Property, plant and equipment & Intangible assets (1,197.87) (270.58) - 11.95 - (1,456.49) 58.25 (1,514.74)
Compensated absences - 5.12 - - - 5.12 - 5.12
Investments (160.12) (11.44) - - - (171.57) 9.56 (181.13)
Biological Assets 0.13 0.30 - - - 0.43 - 0.43
Doubtful Debts 21.56 10.81 - - - 32.37 - 32.37
Brought forward Losses 37.62 (37.62) - - - - - -
Employee Benefits 1.29 21.08 (11.26) - - 11.12 - 11.12
MAT Credit Entitlement 60.69 15.66 - - - 76.35 - 76.35
Others (104.36) 14.39 (9.73) - - (99.70) - (99.70)
Tax assets (Liabilities) (1,341.06) (252.29) (20.99) 11.95 - (1,602.37) 67.81 (1,670.18)
Movement in deferred tax balances for the year ended March 31, 2016
(Rs. in million)

Property, plant and equipment & Intangible assets (579.20) (72.52) - 10.25 (556.40) (1,197.87) 75.74 (1,273.61)
Investments 32.33 (124.29) - 2.32 (70.49) (160.12) (16.34) (143.78)
Biological Assets (1.15) 1.29 - - - 0.13 - 0.13
Doubtful Debts 10.64 10.92 - - - 21.56 - 21.56
Brought forward Losses 68.18 (30.55) - - - 37.62 30.86 6.76
Employee Benefits 6.17 (7.26) 2.38 - - 1.29 - 1.29
MAT Credit Entitlement 12.72 47.97 - - - 60.69 - 60.69
Others (4.84) (95.55) - (3.98) - (104.36) 26.83 (131.19)
Tax assets (Liabilities) (455.15) (269.99) 2.38 8.60 (626.88) (1,341.05) 117.09 (1,458.14)
300
Movement in deferred tax balances for the year ended March 31, 2015- Proforma (Rs. in million)
Deferred tax asset

Property, plant and equipment & Intangible assets (455.45) (133.41) - 9.66 - (579.20) 34.82 (614.02)
Investments 36.97 (4.64) - - - 32.33 7.18 25.15
Biological Assets (4.09) 2.94 - - - (1.15) - (1.15)
Doubtful Debts 12.32 (1.68) - - - 10.64 - 10.64
Brought forward Losses - 68.18 - - - 68.18 68.18 -
Employee Benefits 7.26 (1.09) - - - 6.17 - 6.17
MAT Credit Entitlement - 12.72 - - - 12.72 - 12.72
Others (6.73) 1.89 - - - (4.84) 0.15 (4.98)
Deferred Tax assets (liabilities) (409.72) (55.09) - 9.66 - (455.15) 110.33 (565.48)
Deferred tax asset

Investments 138.62 4.39 - (106.04) - 36.97 3.88 33.09
Doubtful Debts 22.23 (9.91) - - - 12.32 - 12.32
Employee Benefits 7.93 (0.67) - - - 7.26 - 7.26
Others (20.61) 13.88 - - - (6.73) 0.31 (7.03)
Deferred Tax assets (liabilities) (235.56) (75.43) - (98.74) - (409.72) 24.78 (434.50)
301
Deferred tax asset

Investments 122.16 16.46 - - - 138.62 3.56 135.06
Biological Assets 2.32 (12.33) - - - (10.01) - (10.01)
Doubtful Debts 27.97 (5.74) - - - 22.23 - 22.23
Brought forward Losses 6.72 0.25 - - - 6.97 6.97 -
Employee Benefits 7.19 0.74 - - - 7.93 - 7.93
Others (34.47) 13.86 - - - (20.61) 0.32 (20.93)
Deferred Tax assets (liabilities) (108.25) (128.10) - 0.80 - (235.56) 23.32 (258.88)
The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes
levied by the same tax authority.
Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax
assets is based on estimates of taxable income by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.
During the year, the Group has accounted tax credits in respect of Minimum Alternative Tax (MAT credit) of Rs. 15.66 Mn (March 31, 2016 : Rs. 47.97 Mn, April 1, 2015 Rs. 12.71 Mn) of earlier years. The Group is
reasonably certain of availing the said MAT credit in future years against the normal tax expected to be paid in those years.
Given that the Group does not have any intention to dispose investments in subsidiaries in the foreseeable future, deferred tax asset on indexation benefit and deferred tax liability on undistributed reserves in relation to
such subsidiaries and joint ventures has not been recognised.
Deferred tax liability on undistributed earnings of subsidiaries was not recognised because the Company controls the dividend policy of its subsidiaries.
Tax losses carried forward

Deferred tax assets have not been recognised in respect of the following items, because it is not probable that future capital gains profit will be available against which the Group can use
the benefits therefrom.
Year ended Amount Expiry date

March 31, 2017 -
Capital loss March 31, 2016 37.62 Not applicable
March 31, 2014 -
302
Note 46 Capital Management
The Group's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors
the return on capital as well as the level of dividends to ordinary shareholders.
The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound
capital position. The primary objective of the group's Capital Management is to maximise shareholder value. The group manages its capital structure and makes adjustments in the light of
changes in the economic environment and the requirements of the financial covenants, if any.
The group monitors capital using a ratio of adjusted net debt to equity. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and
borrowings less cash and cash equivalents. Equity comprises all components of equity.
The Groups adjusted net debt to equity ratio at March 31, 2017 was as follows.
(Rs. in million)
2017 2017 2016 2015 2014 2013
Proforma Proforma
Total Borrowings 7,192.31 6,640.12 13,756.53 6,848.15 6,205.38 4,790.65
Less : Cash and cash equivalent 374.83 538.19 314.30 130.39 1,138.59 212.51
Adjusted net debt 6,817.48 6,101.93 13,442.23 6,717.76 5,066.79 4,578.14
Total equity 13,284.54 12,641.46 10,155.08 6,404.13 5,186.74 4,137.11
Adjusted net debt to equity ratio 0.51 0.48 1.32 1.05 0.98 1.11
303
Notes 47
Segment reporting
Factors used to identify the entitys reportable segments, including the basis of organisation -
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the group. The CODM, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Managing Director (MD) of the group. The group has identified the following segments as reporting segments based on the information reviewed by CODM:
1) Animal feed
2) Vegetable Oil
3) Crop Protection
4) Dairy
5) Other Business Segment includes, Seed Business, Energy Generation through Windmill, Tissue Culture Business, Real Estate Business and Pure Line Grand Parent Poultry Business.
Segment Information
(i) Information about Primary business Segments for the quarter ended June 30, 2017 (Rs. in million)
Animal Vegetable Crop
Dairy Other Unallocated Elimination TOTAL
Feeds Oil Protection
Total Sales 6,344.64 1,309.09 2,780.51 3,082.32 164.69 - (48.57) 13,632.69

Segment Result 393.84 212.71 698.85 12.44 8.79 - 0.47 1,327.10
Unallocated expenditure net of unallocated income - - - - - (244.10) - (244.10)
Interest expenses - - (29.86) (8.87) (2.34) (79.24) 2.34 (117.97)
Interest Income - - 1.50 0.63 0.02 5.66 (2.34) 5.46
Dividend Income and Profit on sale of Investments - - - 0.56 - - - 0.56
Profit before Exceptional Items, Tax & Share of Equity Accounted Investees 393.84 212.71 670.49 4.75 6.46 (317.68) 0.47 971.05
Share of Equity Accounted Investees Net of Tax 107.42 107.42
Exceptional Items -
Profit Before Taxation 393.84 212.71 670.49 4.75 6.46 (210.26) 0.47 1,078.47
Provision for taxation - - 18.00 1.50 0.07 301.77 14.27 335.61
Profit after taxation 393.84 212.71 652.49 3.25 6.39 (512.03) (13.80) 742.86
Other Information
Segment assets 10,791.56 2,357.24 10,405.00 6,924.67 1,502.59 7,482.34 (4,193.91) 35,269.49
Segment liabilities 8,003.87 392.78 4,642.12 2,250.50 319.48 6,483.90 (107.70) 21,984.95
Capital expenditure 72.06 167.06 114.05 130.41 0.19 18.69 - 502.46
Depreciation & amortisation 71.12 39.65 34.03 57.25 3.54 10.85 - 216.44
304
(i) Information about Primary business Segments for the year ended March 31, 2017 (Rs. in million)
Total Sales 26,208.22 5,066.42 7,647.25 10,099.17 409.78 - (166.82) 49,264.02

Segment Result 1,657.99 1,026.01 1,703.38 375.39 (108.22) (3.90) 4,650.64
Interest Income - - 9.92 39.24 19.98 103.10 (24.23) 148.01
Dividend Income and Profit on sale of Investments - - - 26.63 - 293.76 (44.05) 276.33
Profit before Exceptional Items, Tax & Share of Equity Accounted Investees 1,657.99 1,026.01 1,590.95 391.96 (123.88) (1,142.54) (47.95) 3,352.52
Share of Equity Accounted Investees Net of Tax - - - - - 187.46 - 187.46
Exceptional Items - - - - - 200.00 - 200.00
Profit Before Taxation 1,657.99 1,026.01 1,590.95 391.96 (123.88) (755.08) (47.95) 3,739.98
Provision for taxation 144.40 136.86 (0.41) 720.94 (5.75) 996.04
Profit after taxation 1,657.99 1,026.01 1,446.55 255.10 (123.47) (1,476.02) (42.20) 2,743.94
Other Information
Segment assets 9,479.73 1,911.08 8,674.04 6,935.67 859.07 8,461.02 (4,171.97) 32,148.64
Capital expenditure 462.76 174.63 272.77 1,100.40 54.21 35.32 - 2,100.09
305
Information about Primary business Segments for the year ended March 31, 2016 (Rs. in million)
Total Sales 25,442.02 4,041.92 4,959.38 2,728.90 387.04 - (9.71) 37,549.55
Segment Result 1,836.90 616.30 950.76 (3.02) (127.03) - 3,273.91
Interest Income - - 17.19 8.20 13.58 78.84 (26.20) 91.61
Dividend Income and Profit on sale of Investments - - (1.03) (0.03) - 277.45 (19.02) 257.37
Profit before Exceptional Items, Tax & Share of Equity Accounted Investees 1,836.90 616.30 906.31 (5.79) (133.99) (1,107.41) (19.02) 2,093.30
Share of Equity Accounted Investees Net of Tax - - - - - 326.58 - 326.58
Exceptional Items - - (29.88) - - 975.81 - 945.93
Profit Before Taxation 1,836.90 616.30 876.43 (5.79) (133.99) 194.97 (19.02) 3,365.81
Provision for taxation - - 22.66 6.92 4.42 720.94 - 754.94
Profit after taxation 1,836.90 616.30 853.77 (12.71) (138.41) (525.96) (19.02) 2,610.87
Other Information
Segment assets 9,591.17 2,060.30 7,663.03 6,478.43 1,447.97 9,429.19 (5,438.00) 31,232.09
Segment liabilities 5,823.19 310.08 4,506.93 1,995.00 1,164.70 8,193.66 (916.55) 21,077.01
Capital expenditure 518.99 306.35 1,662.28 1,119.08 42.19 88.18 - 3,737.07
Information about Primary business Segments for the year ended March 31, 2015
(Rs. in million)
Other Unallocated Elimination TOTAL
Total Sales 25,429.88 3,937.98 3,352.48 397.90 - - 33,118.24
Segment Result 2,108.87 639.17 842.70 (55.36) - - 3,535.38
Unallocated expenditure net of unallocated income - - - - (742.15) - (742.15)
Interest expenses - - - (39.11) (639.08) 23.55 (654.64)
Interest Income - - - 5.67 52.14 (23.55) 34.26
Dividend Income and Profit on sale of Investments - - - - 6.25 (6.25) -
Profit before Exceptional Items, Tax & Share of Equity Accounted Investees 2,108.87 639.17 842.70 (88.80) (1,322.84) (6.25) 2,172.85
Share of Equity Accounted Investees Net of Tax - - - - 169.66 - 169.66
Exceptional Items - - - - 364.48 - 364.48
Profit Before Taxation 2,108.87 639.17 842.70 (88.80) (788.70) (6.25) 2,706.99
Provision for taxation - - - 1.15 604.56 - 605.71
Profit after taxation 2,108.87 639.17 842.70 (89.95) (1,393.26) (6.25) 2,101.28
Other Information
Segment assets 8,197.30 1,868.02 2,361.00 1,016.22 4,283.17 (196.86) 17,528.85
Segment liabilities 6,141.32 122.56 844.39 800.69 3,553.29 (337.53) 11,124.72
Capital expenditure 736.96 116.52 153.04 10.96 94.73 - 1,112.21
Depreciation & amortisation 205.12 107.76 16.33 13.91 26.64 - 369.76
306
Information about Primary business Segments for the year ended March 31, 2014- Proforma
(Rs. in million)
Total Sales 24,232.06 3,574.41 3,039.92 366.69 - (188.35) 31,024.73
Segment Result 1,750.40 633.44 650.39 (44.60) - - 2,989.63
Unallocated expenditure net of unallocated income - - - (0.94) (728.20) - (729.14)
Interest expenses - - (4.98) (19.54) (387.65) 9.28 (402.89)
Interest Income - - 0.14 1.35 36.18 (9.28) 28.39
Dividend Income and Profit on sale of Investments - - - - 8.93 (8.93) -
Share of Equity Accounted Investees Net of Tax - - - - 186.02 - 186.02
Provision for taxation - - 0.36 0.32 505.73 - 506.41
Other Information
Segment assets 6,874.30 2,078.55 1,718.69 704.63 4,352.94 32.01 15,761.11
Capital expenditure 1,289.84 294.53 94.69 214.88 125.73 - 2,019.66
Information about Primary business Segments for the year ended March 31, 2013- Proforma
(Rs. in million)
Total Sales 22,388.72 2,752.24 2,212.97 292.25 - (37.43) 27,608.75
Segment Result 1,418.94 543.40 498.06 (25.90) - - 2,434.50
Unallocated expenditure net of unallocated income - - - (0.69) (597.57) - (598.26)
Interest expenses - - (2.57) (9.52) (481.78) 8.75 (485.12)
Interest Income - - 0.06 0.13 34.27 (8.75) 25.71
Dividend Income and Profit on sale of Investments - - - - 7.58 (7.50) 0.08
Share of Equity Accounted Investees Net of Tax - - - - - (7.36) (7.36)
Profit Before Taxation 1,418.94 543.40 495.55 (35.98) (1,037.50) (14.86) 1,369.55
Provision for taxation - - 0.76 0.09 401.23 - 402.08
Profit after taxation 1,418.94 543.40 494.79 (36.07) (1,438.73) (14.86) 967.47
Other Information
Segment assets 5,278.67 1,850.20 1,647.05 450.61 2,987.05 (70.08) 12,143.50
Note 47.1:
(i) The segment revenue in each of the above busines segments consist of sale and scrap sales (net of returns, sales tax, rebate etc.)
(ii) Segment revenue, results, assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.
(iii) There is no customer who contributes more than 10% of total revenues of the Group.
307
Note No. 48: Amalgamation of Oil Palm Companies

As per the scheme of Amalgamation ("the Scheme") of Godrej Gokarna Oil Palm Ltd (GGOPL), Godrej Oil Palm Ltd (GOPL) and Cauvery Palm Oil Ltd (CPOL), ("the Transferor
Companies"), with Godrej Agrovet Limited (the " Transferee Company"), with effect from April 1, 2011, ("the Appointed date") as sanctioned by the Hon'ble High Court of Judicature
at Bombay ("the Court"), vide its Order dated March 16, 2012, the following entries have been passed.
i Amortisation on Intangible Assets of the Transferor Companies amounting to Rs 10.63 Mn for the quarter ended June 30, 2017, Rs 42.51 Mn in the year ended March 31, 2017,
March 31, 2016, March 31, 2015,March 31, 2014 , March 31,2013 recorded in the books of the Transferee Company are charged against the balance in the General Reserve
Account of the Transferee Company. The Gross Book value of these Assets now held by the transferee Company is Rs. 425.12 Mn
ii The excess of book value of the net assets of the Transferor Company taken over, amounting to Rs. 605.53 Mn over the face value of the shares held by the transferee Company
has been credited to the Share Premium Account as per the Scheme.
iii. Provision created against the loan advanced to the ESOP Trust of Godrej Industries Limited amounting to Rs. 200 Mn was directly charged against the balance in the Securities
Premium Account of the Transferee Company. During the year ended March 31, 2017, the Company has written back this provision of Rs.2,00 Mn as the said advance has been
recovered and hence, no longer doubtful and the same has been shown as exceptional item.
Had the Scheme not prescribed the above treatment, the balance in the Share Premium Account would have been higher by Rs. 605.53 Mn as at June 30, 2017, March 31, 2017,
March 31 , 2016 , March 31,2015 , March 31,2014 , March 31, 2013, the balance in General Reserve would have been higher by Rs. 199.04 Mn as at June 30, 2017, Rs. 192.09 Mn
as at March 31, 2017, Rs. 164.29 Mn as at March 31,2016 , Rs.135.71 Mn as at March 31,2015 , Rs. 102.84 Mn as at March 31,2014 ,by Rs.68.37 Mn as at March 31,2013, profit
for the quarter ended June 30, 2017 would have been lower by Rs 6.95 Mn, for each of the years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March
31, 2013 would have been lower by Rs.27.80 Mn, Rs.28.58 Mn, Rs.32.87 Mn, Rs.34.48 Mn and Rs.39.65 Mn respectively, and the balance in Surplus in statement of profit & loss
would have been lower by Rs 199.04 Mn as at June 30, 2017, Rs. 192.09 Mn as at March 31, 2017, Rs. 164.29 Mn as at March 31,2016 , Rs.135.71 Mn as at March 31,2015 , Rs.
102.84 Mn as at March 31,2014 ,by Rs. 68.37 Mn as at March 31,2013.
Note No. 49: Amalgamation of Godrej Gold Coin Aquafeed Limited (GGCAL)
As per the scheme of Amalgamation ("the Scheme") of Godrej Gold Coin Aquafeed Ltd (the Transferor Company), with Godrej Agrovet Limited with effect from April 1,2010, ("the
Appointed date") as sanctioned by the Hon'ble High Court of Judicature at Bombay ("the Court"), vide its Order dated January 5, 2011, the following entries have been passed
i The Intangible assets held by GGCAL amounting to Rs. 166.91 Mn were adjusted against the balance in the Share Premium Account of the Company.
was credited to the Share Premium Account as per the Scheme.
Had the Scheme not prescribed the treatment of adjusting Intangibles against the balance in the Share Premium Account, The balance in Share Premium Account would have been
higher by Rs. 417.48 Mn as at June 30, 2017, March 31,2017 ,March 31, 2016 , March 31,2015 , March 31, 2014 , March 31,2013, the Intangible Assets would have been higher by
Rs. 15.74 Mn as at March 31,2016 , Rs. 40.94 Mn as at March 31,2015 , by Rs. 66.13 Mn as at March 31, 2014, by Rs. 91.33 Mn as at March 31, 2013, the balance at the beginning
of the year in Surplus Account would have been lower by Rs 166.91 Mn as at June 30, 2017, Rs. 151.16 Mn as at March 31, 2017, by Rs. 125.97 Mn for the year 2015-16 by Rs.
100.77 Mn for the year 2014-15 , by Rs. 75.58 Mn for the year 2013-14 ,by Rs. 50.38 Mn for the year 2012-13 and the profit would have been lower by Rs. 15.74 Mn for the year
2016-17, by Rs. 25.19 Mn for the year 2015-16 , 2014-15, 2013-14, 2012-13 .
Note No. 50: Amalgamation of Goldmuhor Agrochem & Feeds Limited

a A scheme of Amalgamation ("the Scheme") for the amalgamation of Goldmuhor Agrochem & Feeds Limited (called "the Transferor Company"), with Godrej Agrovet
Limited (the "Transferee Company"), with effect from October 1st, 2013, ("the Appointed date") was sanctioned by the Honorable High Court of Judicature at Bombay ("the
Court"), vide its Order dated September 20th, 2013 and certified copies of the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies,
Maharashtra on December 13th , 2013 (the "Effective Date").
b The amalgamation has been accounted for under the "purchase method" as prescribed by the Accounting Standard AS 14 -Accounting for Amalgamations of then Generally
Accepted Accounting Practices and the specific provisions of the Scheme. Accordingly, the Scheme has been given effect to in these accounts and all the assets and liabilities
of the Transferor Company stand transferred to and vested in the Transferee Company with effect from the Appointed Date and are recorded by the Transferee Company at
their book values as appearing in the books of the Transferor Company.
c The value of the Net Assets of the Transferor Company taken over by the Transferee Companies on Amalgamation is as under :
Particulars (Rs. in million)

Fixed Assets 24.85
Investments 0.03
Long Term Loans And Advances 33.49
Other Non Current Assets 0.48
Inventories 54.98
Trade Receivables 35.58
Cash & Cash Equivalents 4.51
Short Term Loans And Advances 2.92
Other Current Assets 0.07
Deferred Tax Liabilities (Net) (0.66)
Long Term Provision (2.57)
Trade Payables (19.24)
Other Current Liabilities (127.64)
Short Term Provision (0.89)
5.90
d To give effect to the Honourable Bombay High Court's Order dated September 20th, 2013 regarding Scheme of the Arrangement, the following actions have been performed.
i The excess of face value of the shares held by the transferee Company over book value of the net assets of the Transferor Company taken over, amounting to
Rs. 7.11 Mn has been debited to the General Reserve Account of the Transferee Company as per the Scheme.
ii The cost and expenses arising out of or incurred in carrying out and implementing the scheme amounting Rs. 4.07 Mn have been directly charged against the
balance in General Reserve Account of the Transferee Company.
iii An amount of Rs. 2,00.00 Mn standing to the credit of the General Reserve Account of the Transferee Company has been utilised to increase the Reserve for
Employee Compensation Account of the Transferee Company. The expenses in respect of the Company's ESOP scheme will be charged against the Reserve
for Employee Compensation Account.
e Had the Scheme not prescribed the above treatment, the balance in General Reserve would have been higher by Rs. 211.18 Mn as at June 30, 2017, March 31,2017, March
31,2016, March 31, 2015 & March 31, 2014 and the employee benefit expense for year ended March 31, 2017 would have been higher by Rs.198.59 Mn.
f Since the aforesaid scheme of amalgamation of the above mentioned Transferor Company with the Transferee Company, which is effective from October 1st, 2013, has been
given effect to in these accounts, the figures for the year ended March 31 2014 to that extent are not comparable with those of the previous year.
308
Note No. 51: Amalgamation of Golden Feed Products Limited.
a A scheme of Amalgamation ("the Scheme") for the amalgamation of Golden Feed Products Limited (called "the Transferor Company"), with Godrej Agrovet Limited (the
"Transferee Company"), with effect from March 31st, 2014, ("the Appointed date") was sanctioned by the Hon'ble High Court of Judicature at Bombay ("the Court"), vide its
Order dated April 29th, 2014 and certified copies of the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on May 09th,
2014 (the "Effective Date").
b The amalgamation has been accounted for under the "purchase method" as prescribed by the Accounting Standard AS 14 -Accounting for Amalgamations then Generally
Accepted Accounting Practices and the specific provisions of the Scheme. Accordingly, the Scheme has been given effect to in these accounts and all the assets and liabilities
of the Transferor Company stand transferred to and vested in the Transferee Company with effect from the Appointed Date and are recorded by the Transferee Company at
their book values as appearing in the books of the Transferor Company.
Fixed Assets 25.29

35.79
d To give effect to the Honourable Bombay High Court's Order dated April 29th, 2014 regarding Scheme of the Arrangement, the following actions have been performed.
i The excess of face value of the shares held by the transferee Company over book value of the net assets of the Transferor Company taken over, amounting to
Rs. 9.71 Mn has been debited to the Surplus in Statement of Profit and Loss as per the Scheme.
ii An amount of Rs. 3,50.58 Mn standing to the credit of Surplus in Statement of Profit and Loss of the Transferee Company has been utilised to restate/revise
value of certain Assets of the Transferee Company. During the year ended March 31, 2016, an amount of Rs.364.48 Mn has been disclosed as exceptional
item on account of swap of investment in Aadhar Retailing Limited (which was restated as abovementioned) with shares in Future Consumer Enterprises
Limited.
iii The cost and expenses arising out of or incurred in carrying out and implementing the scheme amounting to Rs. 1.35 Mn have been directly charged against
the Surplus in Statement of Profit and Loss of the Transferee Company.
e Had the Scheme not prescribed the above treatment, the Surplus in Statement of Profit and Loss would have been higher Rs. 360.29 Mn as at June 30, 2017, March 31, 2017,
March 31,2016 , March 31,2015 and as at March 31,2014.
f Since the aforesaid Scheme of amalgamation of the above mentioned Transferor Company with the Transferee Company, which is effective from March 31st, 2014, has been
given effect to in these accounts, the figures for the year ended March 31 2014 to that extent are not comparable with those of the previous year.
Note No. 52: Acquisition of Seeds business.

a A scheme of Arrangement ("the Scheme") for the demerger of Seeds business of Godrej Seeds and Genetics Limited ("the Demerged Company) into Godrej Agrovet Limited
("the Resulting Company") effect from April 1st, 2015, ("the Appointed date") was sanctioned by the Honorable High Court of Judicature at Bombay ("the Court"), vide its
Order dated January 8th, 2016 and certified copies of the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on February 9,
2016 (the "Effective Date").
b The scheme has accordingly, been given effect to in these accounts and following assets and liabilities were taken over by the Resulting Company::
Fixed Assets 11.81

Inventories 323.60
Non Current Liabilities (2.04)
Short Term Borrowings (325.82)
(119.39)
c To give effect to the Honourable Bombay High Court's Order dated January 8th, 2016 regarding Scheme of the Arrangement, the following actions have been performed.
i The excess of face value of the preference shares held by the transferee Company over book value of the net assets of the Transferor Company taken over, along with face
value of preference shares issued on account the amalgamation, amounting to Rs.169.45 Mn has been debited to the Surplus in Statement of Profit and Loss as per the
Scheme.
ii The cost and expenses arising out of or incurred in carrying out and implementing the scheme amounting to Rs. 1.94 Mn have been directly charged against the Surplus in
Statement of Profit and Loss of the Resulting Company.
d Had the Scheme not prescribed the above treatment, the Surplus in Statement of Profit and Loss would have been higher by Rs. 169.45 Mn as at June 30, 2017, March 31,
2017 and as at March 31, 2016.
309
Note 53 : Contingent Liabilities & Commitments
A: Contingent Liabilities (Rs. in million)

As at June 30, As at March As at March As at March 31, 2014 31, 2013
Particulars 2017 31, 2017 31, 2016 31, 2015 Proforma Proforma
(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the 1,616.75 1,626.98 1,480.94 545.52 445.87 314.73
group has contested and is in appeal at various levels
(ii) Service Tax Matter

a Service Tax demand amounting to Rs 0.1 Mn raised by Central Excise Department at Lote in respect of dispute 0.20 - - - -
arising out of works contract transaction. An equal amount is levied by the department towards interest and
penalty. The group has preferred an Appeal against this Order of Assessing Officer.
b Service Tax demands relating to reverse charge mechanism for the Services availed. 0.16
(iii) Customs Matter
a The group has preferred an appeal with the Customs Dept. in the matter of Assessable value of imported Capital 9.95 9.91 2.04 1.28 1.28 1.28
goods and presently the case is pending with the Commissioner of Customs, Chennai.
b The group has preferred an appeal with the Custom Dept. in the matter of differential duty demanded on import - - - - - 0.11
of raw material and presently the case is pending with the Asst. Commissioner of Customs, Chennai
(iv) Income Tax

a The group has received a rectification order u/s 154 of Income Tax Act 1961 for AY 2014-15 dated 23.01.2017, 13.24 13.24 - - - -
as per the said order amount determined to be payable is Rs 13.24 Mn which includes interest amounting to Rs
2.55 Mn.
b The group has preferred an appeal before the Commissioner of Income Tax (Appeals) against the order of the 14.31 14.31 105.92 - - -
Assessing Officer for the A.Y 2013-14 in which a demand of Rs.14.31 Mn has been determined to be payable by
the Company.
c The Group has preferred appeal before Commissioner of Income Tax (Appeals) against the order of the - - - 91.62 - -
Assessing Officer for the A.Y. 2012-13 in which a demand of Rs. 91.62 Mn has been determined to be payable
by holding company the above demand includes taxes amounting to Rs. 76.99 Mn towards which credit has not
been granted by income tax department.
d The group has preferred an Appeal before the Commissioner of Income Tax (Appeals) against the order of the - - 0.50 0.20 - -
Assessing Officer for the A.Y 2012-13 and A.Y 2013-14 in which a demand of Rs 0.19 Mn and Rs 0.3 Mn
respectively has been determined to be payable by the Company. The above demand pertains to Dividend
Distribution Tax paid by Bahar Agrochem & Feeds Ltd (since merged with Godrej Agrovet Ltd) the credit of
which has not been granted by the Income Tax department and disallowances under section 14 A of the Income
Tax Act.
e The Group has preferred appeal against the order of assessing officer and CIT in which demand of Rs. 43.79 43.79 43.79 14.97 - - -
Mn has been determined for various assessment years as under. The said demand also included interest payable
up to the date of passing order by the competent authority i.e. assessing officer / CIT.
- - - - - -
f The group had preferred an Appeal against the dis-allowance of deduction U/s 80-I of the Income Tax Act, 5.13 5.13 5.13 - - -
1961, the details of which are given below. The Appellate Tribunal Hyderabad has passed an order to, partly
allow deduction under section 80-I of the Income Tax Act, in respect of Milk products manufactured. The
Assessing Officer order for part refund of Income tax paid is still pending.
g The group has preferred an appeal against the disallowance of deduction U/s 32(1)(iia) of the Income Tax Act, 3.82 3.82 3.82 - - -
1961.Against the aforesaid demand, the group has deposited / adjusted payment aggregating to Rs.3.37 Mn.
- - - - - -
h The group has preferred an appeal against the dis-allowance of deduction U/s36(1)(iva) of the Income Tax Act, 1.28 1.28 1.28 - - -
1961 and other expenditure, the details of which are given below. Against the aforesaid demand, the company
has deposited the demand amount of tax.
i The group has preferred an appeal against the dis-allowance u/s 14A & u/s.36 of the Income Tax Act, 1961 , 1.08 1.08 1.08 - - -
the details of which are given below. Against the aforesaid demand, the refund has adjusted (Tax Deposited )
310
(v) Sales Tax Matters
a The group has preferred an appeal before the Deputy Excise and Taxation Commissioner, Jalandhar against the - - 0.10 0.10 0.10 -
penalty order issued by the VAT officer for the F.Y. 2010-11
b The group has preferred an appeal before the Joint Commissioner, Kashipur against the penalty order issued by - - 1.26 1.26 1.26 -
the VAT officer for the F.Y 2008-09 & F.Y 2012-13
c Pending before JSCT(Appeal) - 14.85 14.05 - - -

d Pending before Dy. Comm. Sales tax, Thane - 361.30 339.63 - - -
e Contingent Liabilities against pending C & H Forms 44.04 16.33 15.41 - - -
f The group has preferred an appeal against levy of Sales Tax on sale of cream and has deposited the entire 2.62 2.62 2.62 - - -
demand of tax.
g The group has received assessment orders for the F.Y.2010-11 in respect of assessment of Value Added Tax 0.11 0.11 0.11 - - -
from the Assistant Commissioner (CT) . for Rs.0.11 Mn . This pertains to disallowance of VAT input credit
claimed. The group has gone on appeal and the same was remanded to assessing officer. The revision order
from the assessing officer is awaited.
h The group has filed writ petition in Telangana High Court against levy of Sales tax on sale of flavoured milk. - 20.61 20.61 - - -
The details of which are given below. The Honurable High Court of Telangana had passed a favourable order
allowing the writ petition filed by the group. The order stating that the writ petition is allowed and impugned
order is set aside only in so far as the taxing of flavoured milk @ 14.5%, the miscellaneous petitions, if any
pending in this writ petition shall stand closed.
j The Group has preferred an appeal before the VAT Tribunal at Bhatinda against the penalty order issued by the - - - 0.17 - -
VAT officer for the F.Y. 2013-14
k The Company has received demand for Rs. 0.38 Mn from the Deputy Commissioner of Sales Tax for the year - - - - - 0.25
2003-04. The Company has preferred an appeal against this order. Stay has been granted after deposit of Rs.
0.13Mn.
(vi) Civil Matter
Nath Bio-Genes (India) Ltd has filed a suit against the Group alleging that some product supplied by the Group 650.00 650.00 650.00 - - -
was responsible for the poor germination of its seeds.
(xii) Suit was filed by Model Financial Corporation Ltd (O.S. No.479/98) for recovery of dues from Ushodaya Agro - - - - - -
Products Ltd and Creamline Dairy Products Ltd (CDPL) as borrowers and as alleged guarantor respectively.
However, in case of OS No: 479/98, the company has deposited the title deeds of land along with the buildings
therein and equipments pertaining to milk chilling center located at Kothapallimitta village Chittor Dist. as
security, pending final orders. CDPL has deposited Rs.4.7 Mn as per the orders of Honourable City Civil Court,
Hyderabad passed in C.M.P No.2777 of 2007 in C.M.P No.282 of 2006 in C.C.C.A no.94 of 2006 dt.14.6.2007.
The Company is also liable to pay Interest at the rate of 6% p.a. on the balance due amount of Rs. 4.7 Mn
which is coming to Rs. 3.18 Mn. The aggregate contingent liability would be Rs. 7.88 Mn
(xiii) The group has cancelled the Milk distributorship for Hanamkonda (Warangal) due to large overdue - - - - - -
outstanding to the extent of Rs.0.61 Mn. Consequent to the cancellation of distributionship, the distributor filed
case against the group demanding Rs.0.10 Mn Subsequently the group filed a counter claim and the matter is
pending for listing in the Court.
(xiv) The complainant has been filed regarding the quality of products in Consumer Court towards grievance and - - - - - -
expenses incurred by the applicant seeking damage of Rs. 0.2 Mn.
The complainant has not appeared before the forum during the last four hearings and the group has requested
the President of the Consumer Forum to dismiss the case.
(xv) A Complaint has been filed under FSSAI for quality of curd in Guntur on the group and penalty of Rs 0.3 Mn - - - - - -
has been levied The group has preferred an appeal in the Guntur sessions Court against the referred order.
(vii) Buy-back guarantee issued to Industrial Promotional & Development group on behalf of Joint Venture. - - 41.13 41.13 50.00 -
(viii) Surety Bond issued on behalf of Fellow Subsidiary. 12.07 12.07 12.07 202.81 202.83 -
-
(ix) Letters of Credit given by Group (Different letter of credits issued to various suppliers for supply of material to 191.32 19.99 15.68 - - -
us.)
-
(x) Guarantees issued by the Banks and counter guaranteed by the group which have been secured by deposits with 127.42 121.80 77.53 35.42 43.96 48.53
bank.
(xi) Guarantee issued to Banks on behalf of the Joint Venture Company - - - 70.32 65.97 107.56
(xii) Claims against the company not acknowledged as debt 97.93 98.71 73.23 67.11 80.29 100.04
B: Commitments (Rs. in million)
Estimated value of contracts remaining to be executed on capital account (net of Advances), to the extent not provided for: 1,445.41 983.29 424.00 256.68 466.88 531.68
Outstanding Export obligation Under EPCG Scheme 385.70 389.56 385.88 347.23 329.00 48.84
Based on the share purchase agreement ("SPA") entered into with the erstwhile promoter of its subsidiary company, Astec Lifesciences Limited, the Company has a commitment to purchase 10% of the
subsidiary's Equity shares from erstwhile promoter and the same has been disclosed as Put Option liability.
Note 54 : Reserve created for employee compensation expenses

To give effect to the Honorable Bombay High Court's Order dated March 8, 2013, an amount of Rs. 1,100.40 Mn standing to the credit of the Securities Premium Account of the Company has been utilised to create
Reserve for Employee Compensation Account. The expense in respect of GAVL ESOP scheme of Rs. 1,100.40 Mn (as of March 31, 2016 Rs. 1,061.42 Mn, March 31, 2015 Rs. 947.76 Mn, March 31, 2014 Rs. 833.88
Mn and March 31, 2013 Rs.720.41 Mn) has been charged against the Reserve for Employee Compensation.
Had the order passed by the Honorable Bombay High Court not prescribed the above treatment, the balance in the Securities Premium Account would have been higher by Rs. 1,100.40 Mn, the Reserve for employee
compensation expenses would have been Nil ( as of March 31, 2016 Rs. 238.98 Mn, March 31, 2015 Rs. 352.64 Mn, March 31, 2014 Rs. 466.52 Mn and March 31, 2013 Rs.379.99 Mn, during the year ended March 31,
2017, the employee Benefit expense would have been higher by Rs. 38.98 Mn, year ended March 31, 2016 Rs.113.66 Mn, year ended March 31, 2015 Rs. 113.88 Mn, year ended March 31, 2014 Rs. 113.47 Mn and year
end March 31 2013 Rs. 720.41 Mn and the Opening Balance in the Surplus in the Statement of Profit & Loss of the year ended March 31, 2017 would have been lower by Rs. 1,061.42 Mn, of the year ended March 31,
2016 by Rs. 947.76 Mn, of the year ended March 31, 2015 by Rs. 833.88 Mn and of the year ended March 31 2014 by Rs. 720.41 Mn.
311
Note 55 : Lease taken by the Company
Operating Lease:
The groups leasing arrangements are in respect of operating leases for premises occupied by the group. These leasing arrangements are non cancellable, and are renewable on a periodic basis by mutual consent on
mutually acceptable terms.
a. The total of future minimum lease payments under non-cancellable operating leases for each of the following periods :
(Rs. in million)
As at June 30, As at March As at March As at March 31, 2014 31, 2013
Particulars 2017 31, 2017 31, 2016 31, 2015 Proforma Proforma
Future lease commitments
- Within one year 26.94 30.43 22.00 23.76 10.22 5.51
- Later than one year and not later than five years 90.07 96.49 74.37 66.60 33.09 20.07
- Later than five years 30.86 27.97 42.54 22.01 34.38 27.87
b. Lease payments recognised in the Statement of Profit & Loss for the year :
Minimum lease payments 57.44 185.27 136.84 72.21 39.82 36.16
Finance leases
A. Leases as lessor
The Group assessed one of its arrangements as an embedded lease transaction and determined the same as finance lease. Accordingly, Property, plant and equipment have been derecognised and finance lease receivable
have been accounted at present value of minimum lease payments and resultant difference have been charged to retained earnings. Revenue elements identified as fixed charges towards leasing as per the agreement which
are covered under minimum lease receivable definition for finance lease accounting is adjusted partly against finance lease receivable to the extent of principal amount and partly recognised as finance income.
i. Future minimum lease receivables

At March 31, the future minimum lease receivable under finance lease arrangement as follows.
(Rs. in million)
June 30, 2017 March 31, 2017 March 31, 2016
Future value Present value Future value Present value Future value Present value
Unearned Unearned Unearned
of minimum of minimum of minimum of minimum of minimum of minimum
finance finance finance
lease lease lease lease lease lease
income income income
receivables receivables receivables receivables receivables receivables
Less than one year 10.88 5.08 5.80 10.89 5.29 5.61 11.14 6.12 5.02
Between one and five years 40.79 10.83 29.96 43.57 11.96 31.61 44.54 16.25 28.29
More than five years - - - 11.14 1.38 9.75
51.67 15.91 35.76 54.46 17.25 37.22 66.82 23.75 43.06
Note 56 : Corporate Social Responsibility expenditure.

Total expenditure incurred on Corporate Social Responsibility activities during the current period is Rs. 2.31 Mn (for the year 2016-17 is Rs.48.40 Mn for the year 2015-16 Rs.22.76 Mn and for the year 2013-14 Rs.
13.12 Mn)
Amount spent during the year on: (Rs. in million)

Yet to be paid
In cash TOTAL
in cash
(i) Construction/acquisition of - - -
any asset
(ii) On purposes other than (i) 2.31 - 2.31
above
Note 57 :Managerial Remuneration .
During the year ended March 31, 2017, the stock options granted under the Companys stock option scheme were fully vested, exercised and transferred to the eligible employees including the Managing Director of the
Company. The perquisite value of the said stock options have been included in the managerial remuneration which resulted in the same exceeding the limits prescribed under Section 197 of the Companies Act, 2013 by
an amount of Rs. 866.11 Mn. The Company is in the process of obtaining approval from the Shareholders and Central Government of India for ratification of payment of excess remuneration.
Note No.58 : Share issue expense

During the period ended June 30, 2017, the Company was in the process of filing Draft Red Herring Prospectus with SEBI in connection with the proposed issue of Equity Shares of the Company by way of fresh issue
and/ or an offer for sale by the existing shareholders. Accordingly, expenses incurred by the Company aggregating to Rs. 20.90 Mn (including payment to auditors Rs. 5.90 Mn) in connection with filing of Draft Red
Herring Prospectus have been shown under Other current assets. The same will be partly adjusted towards the securities premium account and partly recoverable from the existing shareholders (to the extent of shares
offered for sale by existing shareholders, the expenses incurred by the Company for the proposed issue are recoverable from them) as per the provisions of the Companies Act, 2013. However, the actual number/
proportion of shares to be offered for sale being not known to the Company as at June 30, 2017 the same has not been bifurcated and is included in Other current assets.
312
Note 59 Disclosure of Joint Venture and Associates
Following table sets out joint ventures and associates which are material to the group
(Rs. in million)
Place of % of ownership Accounting
Name of the entity Relationship Carrying Amounts
business interest method
March 31, March 31, March 31,
June 30, 2017 March 31, 2017 March 31, 2016 2015 2014 2013
Godrej Tyson Foods Limited* Maharashtra 49% Joint Venture Equity method 876.39 846.54 749.21 656.27 601.60 522.48
ACI Godrej Agrovet Private Limited, Bangladesh* Bangladesh 50% Joint Venture Equity method 647.90 627.28 511.74 343.86 241.13 197.32
Creamline Dairy Products Limited Andhra Pradesh 26% Associate Equity method - - - 281.19 264.83 226.73
Total equity accounted investments 1,524.29 1,473.82 1,260.95 1,281.32 1,107.56 946.53
* Unlisted equity, no quoted prices available
Summary financial information of Godrej Tyson Foods Limited not adjusted for the percentage ownership held by the Company, is as follows:
(Rs. in million)
Particulars
Proforma Proforma
Ownership 49% 49% 49% 49% 49% 49%

Cash and cash equivalent 153.17 195.33 55.42 53.12 44.52 38.48
Other current assets 621.29 484.57 545.99 446.00 347.84 320.25
Total current assets 774.46 679.90 601.41 499.12 392.36 358.73
Total non-current assets 1,558.21 1,593.57 1,488.12 1,384.67 1,454.45 1,589.16

Total assets 2,332.67 2,273.47 2,089.53 1,883.79 1,846.81 1,947.89
Current liabilities
Financial liabilities (excluding trade payables and provisions) 169.60 216.80 181.39 155.81 209.53 405.14
Other liabilities 211.07 149.75 171.44 153.02 168.47 191.92
Total current liabilities 380.67 366.55 352.83 308.83 378.00 597.06
Total non current liabilities 118.15 122.74 105.01 84.60 42.36 38.21
Total liabilities 498.82 489.29 457.84 393.43 420.36 635.27
Net assets 1,833.85 1,784.18 1,631.69 1,490.36 1,426.45 1,312.62
Groups' share of net assets (49%) 898.59 874.25 799.53 730.28 698.96 643.18
Carrying amount of interest in joint venture 876.39 846.54 749.21 656.27 601.60 522.48
Revenues 1,143.31 4,458.69 4,503.43 3,916.08 3,870.76 3,153.71

Interest income 2.25 9.72 4.54 1.47 0.64 0.42
Depreciation and amortisation 37.52 151.24 143.25 141.50 144.48 133.88
Interest expense 0.05 0.07 0.62 1.12 21.05 15.06
Income tax expense 25.01 96.09 63.88 39.99 2.82 28.24
Profit from continuing operations 50.98 154.14 143.39 66.23 112.88 (113.95)
Profit from discontinued operations - - - - - -
Profit for the year 62.89 154.14 143.39 66.23 112.88 (113.95)
Other comprehensive income (1.97) (1.55) (2.06) (2.31) 0.88 (1.21)
Total comprehensive income 60.92 152.59 141.33 63.92 113.76 (115.16)
Group's share of profit (49%) 30.82 75.53 70.26 32.45 55.31 (55.83)
Group's share of Other comprehensive income (49%) (0.97) (0.76) (1.01) (1.13) 0.43 (0.59)
Group's share of Total comprehensive income (49%) 29.85 74.77 69.25 31.32 55.74 (56.43)
313
Summary financial information of ACI Godrej Agrovet Private Limited not adjusted for the percentage ownership held by the Company, is as follows:
(Rs. in million)
Particulars
Proforma Proforma
Ownership 50% 50% 50% 50% 50% 50%

Cash and cash equivalent 76.02 33.52 29.42 11.17 99.14 5.09
Other current assets 1,564.97 1,118.63 1,167.84 509.35 662.23 381.80
Total current assets 1,640.99 1,152.15 1,197.26 520.52 761.37 386.89
Total non-current assets 1,861.49 2,000.50 1,931.28 1,536.03 774.02 769.36

Total assets 3,502.48 3,152.65 3,128.54 2,056.55 1,535.39 1,156.25
Current liabilities
Financial liabilities (excluding trade payables and provisions) 1,291.86 807.98 1,196.98 322.93 729.43 405.23
Other liabilities 368.02 317.37 302.72 181.58 94.26 134.88
Total current liabilities 1,659.88 1,125.35 1,499.70 504.51 823.69 540.11
Non current Financial liabilities (excluding trade payables and provisions) 499.32 586.10 579.10 840.24 202.30 198.34
Other Non current liabilities 55.21 49.15 29.94 8.41 7.55 9.34
Total non current liabilities 554.53 635.25 609.04 848.65 209.85 207.68
Total liabilities 2,214.41 1,760.60 2,108.74 1,353.16 1,033.54 747.79
Net assets 1,288.07 1,392.05 1,019.80 703.39 501.85 408.46
Groups' share of net assets (50%) 644.03 696.02 509.90 351.69 250.92 204.23
Carrying amount of interest in joint venture 647.90 627.28 511.74 343.86 241.13 197.32
Revenues 1,762.62 6,040.47 5,352.68 3,971.05 4,284.19 3,305.48

Interest income 0.16 0.79 2.02 1.56 - 1.63
Interest expense 26.07 109.09 55.33 63.54 89.93 84.66
Income tax expense 46.23 54.94 66.67 16.83 16.06 2.38
Profit from continuing operations 61.15 225.61 348.90 218.83 143.06 (40.52)
Profit from discontinued operations - - - - - -
Profit for the year 61.15 225.61 348.90 218.83 143.06 (40.52)
Other comprehensive income (20.34) - - - - -
Total comprehensive income 40.81 225.61 348.90 218.83 143.06 (40.52)
Group's share of profit (50%) 30.58 112.81 174.45 109.42 71.53 (20.26)
Group's share of Other comprehensive income (50%) (10.17) - - - - -
Group's share of Total comprehensive income (50%) 20.40 112.81 174.45 109.42 71.53 (20.26)
2,647 1,677 1,565 (580)
314
Summary financial information of Creamline Dairy Products Limited not adjusted for the percentage ownership held by the Company, is as follows:
(Rs. in million)
March 31, 2015 March 31, 2014 March 31, 2013

Particulars
Proforma Proforma
Ownership 26% 26% 26%

Cash and cash equivalent 59.70 92.13 79.40
Other current assets 1,030.41 730.29 758.20
Total current assets 1,090.11 822.42 837.60
Total non-current assets 959.92 954.94 971.29

Total assets 2,050.03 1,777.36 1,808.89
Current liabilities
Financial liabilities (excluding trade payables and provisions) 590.30 423.30 519.80
Other liabilities 359.30 305.05 265.01
Total current liabilities 949.60 728.35 784.81
Total non current liabilities 175.80 181.33 298.21

Total liabilities 1,125.40 909.68 1,083.02
Net assets 924.63 867.68 725.87
Groups' share of net assets (26%) 240.40 225.60 188.73
Carrying amount of interest in joint venture 281.19 264.83 226.73

Revenues 8,254.90 7,529.90 6,803.70

Interest income 4.22 9.73 2.90
Depreciation and amortisation 143.70 128.50 101.10
Interest expense 47.78 41.00 90.82
Income tax expense 40.26 88.81 82.91
Profit from continuing operations 83.54 177.63 165.41
Profit from discontinued operations - - -
Other comprehensive income (1.87) 0.32 (0.91)
Total comprehensive income 81.67 177.95 164.50
Group's share of profit (26%) 21.72 46.18 43.01
Group's share of Other comprehensive income (26%) (0.49) 0.08 (0.24)
Group's share of Total comprehensive income (26%) 21.23 46.26 42.77
315
Note 60: Non Controlling Interest
Financial information of subsidiaries that have material non-controlling interests is provided below :
Place of business
Name of the entity / country of Ownership interest held by the group Ownership interest held by non-controlling interest Principal activities
incorporation
June 30, March 31, March 31, March 31, March 31, March 31, June 30, March 31, March 31, March 31, March 31, March
2017 2017 2016 2015 2014 2013 2017 2017 2016 2015 2014 31, 2013
Godvet Agrochem Limited (incorporated on India 100.00% 100.00% 100.00% 100.00% 100.00% - 0.00% 0.00% 0.00% 0.00% 0.00% - Investment Property
January 22, 2014)
Golden Feed Products Limited (till March 31, India - - - - 100.00% 100.00% - - - - 0.00% 0.00% Import, Trading & distribution of raw
2014, the effective date of merger) materials of Feeds and Feeds.
Goldmohur Agrochem & Feeds Limited (till India - - - - 100.00% 100.00% - - - - 0.00% 0.00% Manufacturing and Distribution of
December 12, 2013, the effective date of Agrochemical active ingredients and
merger) pharmaceutical intermediates.
Godrej Seeds & Genetics Limited India - - 90.00% 90.00% 90.00% 90.00% - - 10.00% 10.00% 10.00% 10.00% Cultivation and marketing of high quality
Hybrid Seeds
Astec LifeSciences Ltd. India 55.66% 55.54% 53.64% - - - 44.34% 44.46% 46.36% - - - Manufacturing and Distribution of
Agrochemical active ingredients and
pharmaceutical intermediates.
Creamline Dairy Products Limited India 51.91% 51.91% 51.91% - - - 48.09% 48.09% 48.09% - - - The Company is principally engaged in
milk procurement, processing of milk and
manufacturing of milk products. The
Company is also engaged in generation of
power through renewable energy sources.
316
The following table summarises information relating to each of the Group's subsidiary, before any inter-company eliminations
Summarised statement of profit or loss
317

(a) Godrej Seeds & Genetics Limited (Rs. in million)
31 March 31 March 31 March 31 March 31 March
2017 2016 2015 2014 2013
Total Revenue 37.08 36.79 74.27 45.95 15.70
Profit for the year (11.46) (4.00) 0.44 (2.17) (3.14)
Other Comprehensive Income - - - - -
(b) Astec LifeSciences Ltd. (Rs. in million)

June 30 31 March 31 March
2017 2017 2016
Total Revenue 752.24 3,134.04 1,133.68
Profit for the year 45.14 271.74 (91.31)
Other Comprehensive Income (9.72) (0.67) (0.46)
- -
Profit allocated to non-controlling interests 24.68 130.30 30.68
OCI allocated to non-controlling interests (4.32) (0.23) (0.22)
Dividends paid to non-controlling interests - - -
(c) Creamline Dairy Products Limited (Rs. in million)

2017 2017 2016
Total Revenue 3,088.63 10,099.17 2,728.90
Other Comprehensive Income (0.53) (6.88) 2.53
- -
Profit allocated to non-controlling interests 1.56 100.71 (1.67)
OCI allocated to non-controlling interests (0.26) (3.31) 1.22
Dividends paid to non-controlling interests - - -
Summarised balance sheet
318

31 March 31 March 31 March 31 March
2016 2015 2014 2013
Proforma Proforma
Non-current liabilities - - - -
Current liabilities 72.60 48.59 26.60 15.02
72.60 48.59 26.60 15.02
Non-current assets - - (0.00) -
Current assets 62.51 42.49 20.06 10.56
62.51 42.49 20.06 10.56
Net assets (10.09) (6.10) (6.54) (4.46)
Net assets attributable to non-controlling interest (0.06) (0.06) (0.06) (0.06)

2017 2017 2016
Non-current liabilities (9.58) 18.17 64.34
Current liabilities 2,046.51 1,937.23 2,054.47
2,036.93 1,955.40 2,118.81
- -
Non-current assets 1,319.92 1,282.77 1,301.82
Current assets 2,065.25 1,983.73 1,863.37
3,385.16 3,266.50 3,165.19
Net assets 1,348.24 1,311.10 1,046.38
Net assets attributable to non-controlling interest 600.39 586.93 486.11
319

2017 2017 2016
Non-current liabilities 914.04 927.03 898.81
Current liabilities 1,155.34 1,156.05 1,084.60
2,069.38 2,083.08 1,983.41
Non-current assets 5,006.59 4,925.90 4,010.03
Current assets 1,133.19 1,225.25 1,793.47
6,139.78 6,151.15 5,803.50
Net assets 4,070.40 4,068.07 3,820.09
Net assets attributable to non-controlling interest 1,957.33 1,956.21 1,836.96
Summarised cash flow information

31 March 31 March 31 March 31 March
2016 2015 2014 2013
Cash flows from(used in) in operating activities (18.50) (0.96) (9.84) (10.45)
Cash flows from(used in) in investing activities -
Cash flows from(used in) in financing activities 18.77 0.96 9.84 10.45
Net increase /(decrease) in cash and cash equivalents 0.27 - - -
320

2017 2017 2016
Cash flows from(used in) in operating activities 79.28 186.30 (138.41)
Cash flows from(used in) in investing activities (64.92) (170.91) (160.54)
Cash flows from(used in) in financing activities 1.87 (9.43) 319.85
Net increase /(decrease) in cash and cash equivalents 16.23 5.96 20.90

2017 2017 2016
Cash flows from(used in) in operating activities 389.59 220.83 516.69
Cash flows from(used in) in investing activities (315.78) (155.09) (497.00)
Cash flows from(used in) in financing activities (48.45) (25.50) 16.08
Net increase /(decrease) in cash and cash equivalents 25.37 40.24 35.77
Transactions with non-controlling interests - Astec Lifescience Limited

During the year ended March 31, 2017, the Group has acquired 1.90% of subsequent interest in Astec
Lifescience Limited. The carrying amount of such additional NCI stake acquired is Rs.25.83 Mn. During
the previous year, the Group had acquired 8.34% of stake in Astec Lifescience Limited through a series of
acquisitions during the previous year. The carrying amount of such NCI stake is Rs.83.86 Mn.
2017 2017 2016
Carrying amount of non-controlling interests acquired 1.62 25.83 83.85
Consideration paid 20.73 234.80 424.67
Decrease in Equity attributable to the owners of the Company 19.11 208.98 340.82
Transactions with non-controlling interests - Creamline Dairy Products Limited

During the previous year, the Group had acquired 0.54% of stake in Creamline Dairy Products Limited .
The carrying amount of such NCI stake was Rs. 34.73 Mn.
2017 2017 2016
Carrying amount of non-controlling interests acquired - - 34.73
Consideration paid - - 34.98
Decrease in Equity attributable to the owners of the Company - - 0.24
321
Note 61: Business Combination
Business acquisition made by subsidiary company Creamline Dairy Product Limited
Nutramaax Food Specialties Private Limited, located

RBS Dairy Farm, Nellai District, Tamilnadu
in RR District, Telangana
Name & Description of Acquiree
Nature of business Processor of milk and milk products Processor of milk and milk products
Date of Control 1st July 2016 1st February 2017

Type of Acquisition Slump Sale of Assets Slump Sale of Assets
Primary reasons for business combination The processing facilities and chilling centers from RR As regards the acquisition of facility in VK
district, Telangana is predominantly for setup of state pudur we had considered the catchment area
of art facilities for manufacture of long shelf life of of southern Tamilnadu & Kerala which is
products including UHT and short shelf life products being presently operated upon. We have also
through cold chain infrastructure. considered this acquisition due to the available
processing infrastructure at strategic locations,
running operations, profitability and
opportunities to expand the market in the
present area of operations & contiguous areas.
(a) Summary of acquisition (Rs. in million)

Details of the purchase consideration, the net assets acquired and goodwill/(Capital Reserve) are as follows:
Location - Location -
Telangana, RR Nellai District,
Particulars District Tamilnadu
Purchase consideration 300.00 329.50
The assets and liabilities recognised as a result of the acquisition are as follows:

Particulars District Tamilnadu
Fair value Fair value
Land & Building 173.75 238.17
Plant and Machinery 109.90 50.95
Other Assets 15.65 9.07
Vehicles 4.18 44.85
Security deposits 0.28 -
303.76 343.04

Calculation of Capital Reserve District Tamilnadu
Consideration transferred 300.00 329.50
Less: Net identifiable assets acquired (303.76) (343.03)
Goodwill/(Capital Reserve) (3.76) (13.53)
Acquisition related cost of Rs.8.16 Mn that were not directly attributable to the issue of shares are included in other expenses in profit or loss and in operating cash flows in the statement of cash flows.
During the year ended March 31, 2016 the group has made two business acquisitions as given below
I. Astec Lifesciences Limited
A. Summary of Acquisition
On 12th October 2015, the Company acquired 45.29% equity stake in Astec Lifesciences Limited (Astec), a broad based producer of agrochemicals and pharmaceutical intermediates listed on Bombay
Stock Exchange and National Stock Exchange.
The business acquisition was conducted by entering into a Share Purchase Agreement for (SPA), through which the company acquired 45.29% stake in Astec. Consequent to this acquisition, mandatory
open offer was made to the shareholders of Astec & the Company acquired a further 6.99% stake in Astec. Subsequently, 1.35% stake in Astec has been acquired through purchase from Open Market.
In accordance with certain covenants of the abovementioned SPA, the Company has deposited part of the consideration aggregating to Rs.317 Mn in escrow accounts pending completion of certain
conditions precedent.
The acquisition is a step towards backward integration of the existing agro chemicals business of the Company which is growing rapidly. Significant process and manufacturing capabilities of Astec and
pan-India distribution network of the Company offer opportunities for synergies in this business.
For period ended 31 March 2016, Astec contributed revenue of Rs.1,133.68 Mn and loss (before tax) of Rs.70.52 Mn to the group's results.
If the acquisition had occurred on 1 April 2015, management estimates that consolidated revenue would have been Rs. 38,885.79 Mn and consolidated profit before tax would have been Rs.3,384.39 Mn.
322
B. Details of purchase consideration, net assets acquired and goodwill

Cash Paid 1,674.18
Fair value of Astec ESOP (pre-combination charge) 9.10
Total purchase consideration 1,683.28
Acquisition-related cost
The group incurred acquisition related cost of Rs.7.79 Mn on legal fees and due diligence costs. These costs have been included in "other expenses" in statement of profit and loss and in operating cash
flows in the statement of cash flows.
Identifiable assets acquired and liabilities assumed

The following table summaries the recognised amounts of assets acquired and liabilities assumed at the date of acquisition

Property, plant and Equipment 738.33
Identifiable intangible assets 37.09
Investments 5.20
Inventories 639.36
Receivables 734.51
Other financial assets 57.53
Loans and advances 4.22
Cash and cash equivalents 70.11
Other cash and bank balances 47.73
Other current assets 48.58
Other non-current assets 281.45
Fair value of assets acquired 2,664.11
Loans and borrowings (812.22)
Current and deferred tax liabilities (11.87)
Other current liability (12.86)
Provisions (64.85)
Other financial liability (181.73)
Trade payables (611.68)
Fair value of liabilities acquired (1,695.21)
Deferred tax on business combination 138.78
Total identifiable net assets acquired 1,107.68
The gross contractual amounts and the fair value of trade and other receivables acquired is Rs.734.50 Mn. None of the trade and other receivables are credit impaired and it is expected that the full
contractual amounts will be recoverable.
Goodwill `

Consideration transferred 1,683.28
Non-controlling interest in the acquired entity 606.07
Less: Net identifiable assets acquired (1,107.68)
Goodwill 1,181.67
The goodwill on acquisition can be attributable to Astec's considerable experience in the development and production of intermediates and its enduring relationships with large and small companies all
over the world. No amount of Goodwill is expected to be deductible for tax purpose.
The fair value of non-controlling interest has been estimated as proportion of net assets acquired.
C. Purchase consideration - Cash outflow

Outflow of cash to acquire subsidiary, net of cash acquired
Cash consideration 1,674.18
Less: Balances acquired
Cash and cash equivalents (70.11)
Net outflow of cash - investing activities 1,604.07
II. Creamlinbe Dairy Product Limited.
A. Acquisition of subsidiary
On December 21, 2015, the Company acquired 25.91% of the shares and voting rights in Creamline Dairy Products Ltd. (Creamline).As a result, the Group 's equity interest in Creamline increased from
26% to 51.91%, obtaining control of the entity.
Taking control of Creamline dairy will enable the Group to add value through its association with Indian dairy farmers and in-depth knowledge of agri-businesses & rural marketing. Creamline will also
get leverage through the Godrej Agrovet brand, which has strong recall with dairy farmers through the cattle feed business.
For the 12 months ended March 31, 2016 , Creamline contributed revenue of Rs.2,728.90 Mn and profit before tax of Rs.11.95 Mn to the group's results. If the acquisition had occurred on 1 April, 2015 ,
management estimates that consolidated revenue would have been Rs.44,095.25 Mn and consolidated profit would have been Rs. 3,659.99 Mn.
In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on date of acquisition would have been same if the acquisition had occurred on
1 April, 2015.
323
B. Details of purchase consideration, net assets acquired and goodwill

Cash Paid 1,481.92
Equity shares issued -
Total consideration transferred 1,481.92
Acquisition-related cost
The group incurred acquisition related cost of Rs.14.67 Mn on legal fees and due diligence costs. These costs have been included in "Other expenses"
Identifiable assets acquired and liabilities assumed

The following table summaries the recognised amounts of assets acquired and liabilities assumed at the date of acquisition

Property, plant and Equipment 3,421.65
Identifiable intangible assets 382.22
Inventories 722.39
Receivables 88.24
Recoverable Taxes 10.53
Investments 0.02
Other loans & advances 169.11
Advance to suppliers/capital advances/employees 49.10
Loans and advances to related parties 3.87
Cash and cash equivalents 72.29
Other cash and bank balances 511.24
Fair value of assets acquired 5,430.66
Loans and borrowings (118.00)
Current & Deferred tax liabilities (175.34)
Provisions for employee benefits (8.45)
Advance from customers (90.73)
Statutory dues and other payables (84.72)
Security deposits (72.89)
Trade payables (253.01)
Deferred government grant (27.41)
Fair value of liabilities acquired (830.55)
Deferred tax on acquisition (757.87)
Total identifiable net assets acquired 3,842.24
The gross contractual amounts and the fair value of trade and other receivables acquired is Rs.88.24 Mn. None of the trade and other receivables are credit impaired and it is
expected that the full contractual amounts will be recoverable.
C. Goodwill `

Consideration transferred 1,481.92
Non-controlled interest in the acquired entity 1,868.48
Fair value of previously held equity interest 1,258.84
Less: Net identifiable assets acquired (3,842.24)
Goodwill 767.00
Goodwill on acquisition comprises the value of expected synergies arising from the acquisition and long-standing relationships with farmers, which does not meet the criteria
for recognition as an intangible asset under Ind AS 38 and hence, has not been separately recognised. No amount of Goodwill is expected to be deductible for tax purpose.
The fair value of non-controlling interest has been estimated as proportion of net assets acquired.
The remeasurement to fair value of the Group's existing 26% interest in Creamline Dairy resulted in a gain of Rs 915.01 Mn, which has been disclosed as an exceptional item in
the year ended March 31, 2016.
C. Purchase consideration - Cash outflow

Outflow of cash to acquire subsidiary, net of cash acquired
Cash consideration 1,481.92
Less: Balances acquired
Cash and cash equivalents (72.29)
Net outflow of cash - investing activities 1,409.63
324
Note No. 62: Related Party Disclosures
In compliance with Ind AS 24 - Related Party Disclosures, as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules,
2016 the required disclosures are given below:
1 Relationships:
(i) Holding Companies:

Godrej Industries Limited (GIL), Holding Company holds 63.67% Equity Shareholding in Godrej Agrovet Limited (GAVL) as on March 31, 2017.
GIL was a subsidiary of Godrej & Boyce Manufacturing Company Limited (G&B) till March 29, 2017. Consequently, G&B was also the Ultimate Holding Company of GAVL till March 29, 2017 and
ceased to be so w.e.f. March 30, 2017.
GIL became a subsidiary of Vora Soaps Limited (VSL) w.e.f. March 30, 2017. Consequently, VSL is the Ultimate Holding Company of GAVL w.e.f. March 30, 2017.
(ii) Subsidiary Companies:

1 Golden Feed Products Limited (till Marh 31, 2014 the effecet date of Merger)
2 Goldmohur Agrochem & Feeds Limited (from January 2, 2013,till December 12, 2013 the effecet date of Merger)
3 Godvet Agrochem Limited (Incorporate on January 22, 2014)
4 Godrej Seeds & Genetics Limited (upto March 18, 2017)
5 Astec LifeSciences Limited (a Subsidiary w.e.f. 6th November, 2015)
6 Behram Chemicals Private Limited (a subsidiary of Astec LifeSciences Limited)
7 Astec Europe Sprl (a subsidiary of Astec LifeSciences Limited)
8 Comercializadora Agricola Agroastrachem Cia Ltda (a subsidiary of Astec LifeSciences Limited)
9 Creamline Dairy Products Limited (a Subsidiary w.e.f. 21st December, 2015)
10 Nagavalli Milkline Private Limited (a subsidiary of Creamline Dairy Products Limited)
11 Astec Crop Care Private Limited (a subsidiary of Astec LifeSciences Ltd up to 17th February, 2016)
(iii) Fellow Subsidiaries:
A. Subsidiaries of Godrej & Boyce Mfg. Co. Ltd. (G&B), Fellow subsidiaries upto March 29, 2017 :
1 Godrej Infotech Ltd.

2 Wadala Commodities Ltd. (merged with Godrej Industries Ltd. w.e.f. 21st November, 2014)
3 Godrej (Malaysia) Sdn. Bhd. (incorporated in Malaysia)
4 Godrej (Singapore) Pte. Ltd., (Incorporate in Singapore)
5 Veromatic International BV, (Incorporate in Netherlands)
6 Busbar Systems (India) Ltd. (from 1st February, 2013)
7 Mercury Mfg. Co. Ltd.
8 East View Estates Pvt. Ltd. (a wholly-owned subsidiary w.e.f. 31st March, 2015)
9 First Rock Infrastructure Pvt. Ltd. (a wholly-owned subsidiary w.e.f. 31st March, 2015)
10 Miracletouch Developers Pvt. Ltd. (a wholly-owned subsidiary w.e.f. 31st March, 2015)
11 Godrej Americas Inc., USA
12 India Circus Retail Pvt. Ltd.
B. Subsidiaries of Godrej Industries Ltd. (GIL) :
1 Godrej Properties Ltd. (GPL)

2 Ensemble Holdings & Finance Ltd.
3 Godrej International Ltd., (Incorporated in the Isle of Man)
4 Natures Basket Ltd.
5 Godrej International Trading & Investments Pte Ltd., (Incorporate in Singapore)
6 Godrej International Ltd., Labuan Malaysia
7 Swadeshi Detergents Limitied (a subsidiary of Godrej Industries Ltd from 20th March, 2013 Merged into Godrej Industries Ltd w.e.f. 6th September, 2013)
8 Godrej Hershey Limited (upto Sept 27, 2012)
C. Subsidiaries of Godrej Properties Limited (GPL) :
1 City Infraprojects Limited

2 Godrej Realty Pvt. Ltd.
3 Godrej Real Estate Pvt. Ltd.
4 Godrej Buildcon Pvt. Ltd.
5 Godrej Projects Development Pvt. Ltd. (GPDPL)
6 Godrej Redevelopers (Mumbai) Pvt. Ltd. (a subsidiary of GPDPL w.e.f 8th February, 2013)
7 Godrej Garden City Properties Pvt. Ltd.
8 Godrej Landmark Redevelopers Pvt. Ltd.
9 Godrej Green Homes Ltd. (a subsidiary in corporated on 24th December, 2013)
10 Godrej Home Developers Pvt. Ltd.
11 Godrej Hillside Properties Pvt. Ltd.
12 Godrej Prakriti Facilities Private Limited (a subsidiary of Happy Highrises Ltd.)
13 Godrej Investment Advisers Private Limited
14 Godrej Highrises Properties Private Limited
15 Godrej Genesis Facilities Management Private Limited (a subsidiary of Happy Highrises Ltd.)
16 Godrej Residency Private Limited
17 Godrej Skyline Developers Private Limited
18 Godrej Vikhroli Properties India Limited (Godrej Vikhroli Properties LLP converted into a Public Limited Company)
19 Prakritiplaza Facilities Management Private Limited
20 Godrej Waterside Properties Pvt. Ltd. (merged with Godrej Properties Ltd. w.e.f. 29th April, 2013)
21 Godrej Developers Pvt. Ltd. (a subsidiary of Godrej Projects Development Pvt. Ltd. w.e.f. 6th December, 2013) Conversion from Pvt Ltd to Public Ltd w.e.f 1st November, 2013) and merged into GPDPL
w.e.f. 30th April, 2014)
22 Happy Highrises Ltd.
23 Godrej Estate Developers Ltd. (formerly Godrej Estate Developers Pvt. Ltd. - (a subsidiary of GSVPL w.e.f. 11th November, 2013 and merged with GSVPL w.e.f. 12th April, 2014)
24 Godrej Buildwell Pvt. Ltd.
25 Godrej Premium Builders Pvt. Ltd.
26 Godrej Nandhi Hills Project Pvt. Ltd. (merged with GPL w.e.f 30th April, 2014)
27 Wonder City Buildcon Pvt. Ltd. ( a subsidiary till June 24, 2014.)
28 Godrej Property Developers LLP
29 Mosiac Landmarks LLP
30 Dream World Landmarks LLP
31 Oxford Realty LLP
32 Godrej SSPDL Green Acres LLP
33 Oasis Landmarks LLP
34 M S Ramaiah Ventures LLP
325
35 Caroa Properties LLP

36 Godrej Construction Projects LLP
37 Godrej Housing Projects LLP
38 Godrej Land Developers LLP
39 Godrej Developers & Properties LLP
40 Godrej Highrises Realty LLP
41 Godrej Project Developers & Properties LLP
42 Godrej Highview LLP
43 Prakhhyat Dwellings LLP
44 Godrej Skyview LLP
45 Bavdhan Realty @ Pune 21 LLP
46 Godrej Green Properties LLP
47 Godrej Projects (Pune) LLP
48 Godrej Projects (Bluejay) LLP
49 Godrej Projects (Soma) LLP
50 Godrej Century LLP
51 Godrej Sea view Property Ltd (GSVPL) (megged with GPL w.e.f. 30th April, 2014)
52 Godrej Greenview Housing Private Limited (a subsidiary w.e.f. 15th May,2015)
53 Wonder Projects Development Private Limited (asubsidiary w.e.f. 24th June, 2015)
D. Subsidiaries of Godrej Infotech Ltd. (Fellow subsidiaries upto March 29, 2017) :
1 Godrej Infotech Americas Inc., North Carolina, USA

2 Godrej Infotech (Singapore) Pte. Ltd., Singapore
3 LVD Godrej Infotech NV, Belgium
E. Subsidiary of Godrej (Malaysia) Sdn. Bhd.:
G&B Enterprises (Mauritius) Pvt. Ltd. (incorporated in Mauritius) (a wholly-owned subsidiary of Godrej (Malaysia) Sdn. Bhd.)
F. Subsidiaries of Godrej (Singapore) Pte. Ltd. (Fellow subsidiaries upto March 29, 2017) :
1 JT Dragon Pte. Ltd., Singapore

2 Godrej (Vietnam) Co. Ltd., Vietnam (a wholly owned subsidiary of JT Dragon Pte. Ltd.)
G. Subsidiaries of Veromatic International BV:
1 Veromatic Services BV (incorporated in the Netherlands)

2 Prowama Trading BV (incorporated in the Netherlands) (formerly Water Wonder Benelux BV) liquidated on 28th December 2015
H. Other Fellow Subsidiaries (where Godrej & Boyce Mfg. Co. Ltd. owns directly and/or indirectly through one or more subsidiaries, more than one-half of the equity share capital) (Fellow
subsidiaries upto March 29, 2017) :
1 Godrej Consumer Products Ltd. (GCPL)

2 Godrej One Premises Management Private Limited
I. Other Associates of Godrej & Boyce Mfg. Co. Ltd.:

1 Godrej & Boyce Enterprises LLP
2 JNG Enterprise LLP
3 RKN Enterprise LLP
4 ABG Venture LLP
5 NBG Enterprise LLP
6 SVC Enterprise LLP
7 Godrej Vikhroli Properties LLP
9 Mosaic Landmarks LLP
17 Godrej Land Developers LLP (w.e.f 22nd April, 2015)
18 Godrej Developers & Properties LLP (w.e.f. 22nd April, 2015)
19 Godrej Highrises Realty LLP (w.e.f. 22nd April, 2015)
20 Godrej Project Developers & Properties LLP (w.e.f 16th June, 2015)
21 Amitis Developers LLP
23 Sheetak Inc.
24 Urban Electric Power LLC
25 Future Factory LLP
26 Anamudi Real Estates LLP
27 Proboscis Inc., USA
J. Subsidiaries and Sub-subsidiaries of Godrej Consumer Products Limited (GCPL) (Fellow subsidiaries upto March 29, 2017) :
1 Godrej South Africa (Proprietary) Ltd., South Africa (formerly, Rapidol (Pty) Ltd.)
2 Godrej Netherlands BV, Netherlands
3 Godrej UK Ltd. (a subsidiary of Godrej Netherlands BV)
4 Godrej Consumer Products Holding (Mauritius) Ltd., (In Corporated Mauritius)
5 Godrej Global Mid East FZE (incorporated in Sharjah, U.A.E.) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)
6 Godrej Consumer Products Mauritius Ltd., Mauritius
7 Godrej Household Products Lanka (Private) Ltd., (In Corporatged in Sri Lanka)
8 Godrej Household Products Bangladesh Pvt. Ltd., (In Corporated in Bangladesh)
9 Godrej Consumer Products Bangladesh Ltd., (In Corporated in Bangladesh)
10 Godrej Mauritius Africa Holdings Ltd., (In Corporated in Mauritius)
11 Godrej West Africa Holdings Ltd., Mauritius (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
12 Godrej Consumer Products (UK) Ltd. (a subsidiary of Godrej UK Ltd.)
13 Godrej Consumer Investments (Chile) Spa, Chile (a subsidiary of Godrej Netherlands BV)
14 Godrej Mideast Holdings Limited, Dubai (a subsidiary of Godrej Indonesia IP Holdings Limited)
15 Godrej Holdings (Chile) Limitada, Chile (a subsidiary of Godrej Consumer Investments (Chile) Spa)
326
16 Cosmetica Nacional, Chile (a subsidiary of Godrej Holdings (Chile) Limitada)

17 Plasticos Nacional, Chile (a subsidiary of Cosmetica Nacional)
18 Kinky Group (Proprietary) Ltd. (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
19 Godrej Nigeria Ltd., Nigeria (a subsidiary of Godrej Consumer Products Mauritius Ltd.)
20 Indovest Capital Ltd., Malaysia (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)
21 Godrej Consumer Products Dutch Cooperatief UA, Netherlands (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)
22 Godrej Consumer Products (Netherlands) BV, Netherlands (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)
23 Godrej Consumer Holdings (Netherlands) BV, Netherlands (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)
24 PT Megasari Makmur, Indonesia (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
25 PT Intrasari Raya, Indonesia (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
26 PT Ekamas Sarijaya, Indonesia (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
27 PT Indomas Susemi Jaya, Indonesia (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
28 PT Sarico Indah, Indonesia (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
29 Panamar Produccioness Srl, Argentina (a subsidiary of Godrej Netherlands Argentina BV)
30 Argencos S.A., Argentina (a subsidiary of Godrej Netherlands Argentina BV)
31 Laboratoria Cuenca S.A., Argentina (a subsidiary of Godrej Netherlands Argentina BV)
32 Deciral Ltd., Uruguay (a subsidiary of Laboratoria Cuenca S.A.)
33 Issue Group Brazil Ltda., Brazil (a subsidiary of Godrej Netherlands Argentina BV)
34 Consell S.A ., Argentina (a subsidiary of Laboratoria Cuenca S.A.)
35 Subinite Pty. Ltd., South Africa (a subsidiary of Godrej West Africa Holdings Ltd.)
36 Lorna Nigeria Ltd., Nigeria (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
37 Weave IP Holding Mauritius Pvt. Ltd., Mauritius (a subsidiary of Godrej West Africa Holdings Ltd.)
38 Weave Trading Mauritius Pvt. Ltd., Mauritius (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
39 Hair Trading (Offshore) S. A. L., Lebanon (a subsidiary of Weave Trading Mauritius Pvt Ltd.)
40 Weave Mozambique Limitada, Mozambique (a subsidiary of Godrej West Africa Holdings Ltd.)
41 Godrej East Africa Holdings Ltd., Mauritius (a subsidiary of Godrej Consumer Products Ltd.)
42 Style Industries Ltd., Kenya (a subsidiary of DGH Phase Two Mauritius Pvt. Ltd.)
43 DGH Phase Two Mauritius, Mauritius (a subsidiary Godrej East Africa Holdings Ltd.)
44 Godrej Tanzania Holdings Ltd., Mauritius (a subsidiary of Godrej Consumer Products Ltd.)
45 DGH Tanzania Ltd., Tanzania (a subsidiary of Godrej Tanzania Holdings Ltd.)
46 Sigma Hair Ind. Ltd., Tanzania (a subsidiary of DGH Tanzania Ltd.)
47 Weave Ghana Ltd., Ghana (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
48 Godrej Consumer Products US Holding Limited, Mauritius
49 Darling Trading Company Ltd., Mauritius (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
50 Godrej Africa Holdings Ltd., Mauritius (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
51 Godrej Indonesia IP Holdings Ltd., Mauritius (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)
52 Frika Weave (Pty) Ltd., South Africa (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
53 Belaza Mozambique LDA
54 Charm Industries Ltd.
55 Canon Chemicals Ltd.
56 Godrej Hair Weave Nigeria Ltd.
57 Godrej International Trading Company, Sharjah
58 DGH Angola (name changed from Godrej Megasari Holdings incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd. w.e.f. 18th March, 2015)
59 Godrej Hair Care Nigeria Limited
60 Godrej Household Insecticide Nigeria Ltd.
61 Hair Credentials Zambia Limited
62 Godrej SON Holdings Inc., USA
63 Old Pro International Inc
64 Strength of Nature LLC, USA
65 Strength of Nature South Africa Proprietary Limited
66 Style Industries Uganda Limited
67 Weave Senegal Ltd.
68 DGH Uganda
69 Godrej Consumer Products FZCO
70 Godrej Hygiene Products Ltd. (merged with GCPL w.e.f 7th September, 2013)
71 Godrej Weave Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
72 Godrej Consumer Products Holdings (UK) Ltd. (incorporated in the United Kingdom, a subsidiary of Godrej Netherlands BV)
73 Inecto Manufacturing Ltd. (a subsidiary of Keyline Brands Ltd.)
74 Godrej Kinky Holdings Ltd. (a subsidiary of Godrej Consumer Products Mauritius Ltd.)
75 Kinky Group Pty Ltd. (a subsidiary of Godrej Kinky Holdings Ltd.)
76 Godrej Consumer Investments Holding Ltd. ( a subsidiary of Godrej Consumer Products Mauritius Ltd.)
77 Godrej Indonesia Netherlands Holding BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA) BV w.e.f 30th September, 2013)
78 PT Simba Indosnack Makmur (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV upto 21st March, 2013)
79 Godrej Argentina Dutch Cooperatief UA (incorporated in Netherlands) (a subsidiary of Godrej Consumer Products Mauritius Ltd.)
80 Godrej Netherlands Argentina Holding BV . (incorporated in Netherlands) (a subsidiary of Godrej Argentina Dutch Cooperatief UA)
81 Godrej Netherlands Argentina BV (incorporated in the Netherlands) (a subsidiary of Godrej Argentina Dutch Cooperatief UA)
82 Issue Group Uruguay S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)
83 Deciral S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)
84 Godrej Consumer Products Nepal Pvt. Ltd.
85 DGH Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Weave Holdings Ltd.)
86 Weave Business Holdings Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of DGH Phase Two Mauritius Pvt. Ltd.)
87 Frika Pty. Ltd. (incorporated in South Africa) (a subsidiary of DGH Mauritius Pvt. Ltd. w.e.f. 1st October, 2014)
88 DGH Phase 3 Mauritius Pvt. Ltd. (incorporated in Mauritius) ( a subsidiary of Weave Business Holding Mauritius Pvt. Ltd.)
89 Godrej Easy IP Holding Ltd. (incorporated in Dubai) (a subsidiary of Godrej Consumer Products Mauritius Ltd. w.e.f. 16th October, 2014)
(iv) Joint Ventures of Godrej Agrovet Limited:

1 Godrej Tyson Foods Limited
2 ACI Godrej Agrovet Private Limited, Bangladesh
3 Omnivore India Capital Trust
(v) Associates of Godrej Agrovet Limited:

1 Polchem Hygiene Laboratories Private Limited (upto December 12, 2016)
2 Crop Science Advisors LLP
3 Al Rahba International Trading LLC
4 Creamline Dairy Products Limited (upto December 20, 2015)
327
(vi) Other related parties

2 Godrej Agrovet Limited Employees Provident Fund Trust.
3 Godrej Agrovet Limited Employees Superannuation Scheme.
4 Godrej Agrovet Limited Employees Group Gratuity Trust.
5 Bahar Agrochem & Feeds Private Limited (upto August 31, 2012)
6 Godrej Consumer Products Limited (from March 30, 2017).
7 Godrej & Boyce Manufacturing Co. Ltd. (from March 30, 2017)
8 Hikal Ltd
9 Nichem Solutions
10 ongole milk line p ltd
11 mohan milk line p ltd
12 vidya milkline p ltd
13 khammam milkline p ltd
14 pamuru milkline p ltd
15 kavali milk line p ltd
16 pragathi milkline p ltd
17 dhulipalla milkline p ltd
18 orga farms ltd
19 PVR & PSR Enterprises
(vii) Individuals owning, directly or indirectly, an interest in the voting power of Godrej Agrovet Limited that gives them control or significant influence over the enterprise and relatives of any such
individual.
1 Mr. Adi B. Godrej
2 Mr. Nadir B. Godrej
3 Mrs. Rati Nadir Godrej (Wife of Mr. Nadir B. Godrej)
4 Ms. Tanya Dubash (Daughter of Mr. Adi B. Godrej)
5 Mr. Arvind Darab Dubash (Husband of Ms. Tanya Dubash)
6 Ms. Nisaba Godrej (Daughter of Mr. Adi B. Godrej)
7 Mr. Kalpesh Mehta (Husband of Ms. Nisaba Godrej)
8 Mr. Pirojsha Godrej (Son of Mr. Adi B. Godrej)
9 Mrs. Karla Godrej (Wife of Mr. Pirojsha Godrej)
10 Mr. Burjis Nadir Godrej (Son of Mr. Nadir B. Godrej)
11 Mr. Sohrab Nadir Godrej (Son of Mr. Nadir B. Godrej)
12 Mr. Hormazad Nadir Godrej ( Son of Mr. Nadir B. Godrej)
Key Management Personnel and relatives of such Personnel

1 Mr. Nadir B. Godrej (Chairman)
2 Mr. B. S. Yadav (Managing Director)
3 Mr. Adi B. Godrej (Director)
4 Mr. Jamshyd N. Godrej (Director)
5 Mr. Vijay M. Crishna (Director)
6 Ms. Tanya A. Dubash (Director)
7 Ms. Nisaba Godrej (Director)
8 Mr. Kavas N. Petigara (Independent Director)
9 Dr. Sudheer L. Anaokar (Independent Director)
10 Mr. Amit B. Choudhury (Independent Director)
11 Dr. Raghunath Mashelkar (Independent Director)
12 Dr. Ritu Anand (Independent Director)
13 Ms. Aditi Kothari Desai (Independent Director)
14 Ms. Roopa Purushothaman (Independent Director)
15 Mr. S. Varadaraj (Chief Financial Officer)
16 Mr. Vivek Raizada (Company Secretary)
17 Mrs. Upassna Singh (Wife of Mr. B. S. Yadav)
18 Mrs. Kamal Yadav (Mother of Mr. B. S. Yadav)
19 Mr. Anirudh Singh (Son of Mr. B. S. Yadav)
20 Ms. Anika Singh (Daughter of Mr. B. S. Yadav)
21 Mrs. Monica Yadav (Sister of Mr. B. S. Yadav)
22 Ms. Charu Yadav (Sister of Mr. B. S. Yadav)
328
In compliance with Ind AS 24 - Related Party Disclosures, as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting
Standards) Amendment Rules, 2016 the required disclosures are given below:
2. The following transactions were carried out with the related parties in the ordinary course of business :
(i) Details relating to parties referred to in items 1 (i), (ii), (iii), (iv), (v)
(Rs. in million)
Holding Fellow Joint Associates Other related
Nature of Transactions Companies Subsidiaries Ventures Parties
(i) (ii) (iii) (iv) (v)
1 2017-18 (Q1)Purchase of fixed assets - - - - 2.17
2016-17 Purchase of fixed assets 7.67 - - - -

2014-15 Purchase of fixed assets 66.44 23.77 0.49 - -
2 2017-18 (Q1)Sale / Transfer of Fixed Assets - - - - -
2016-17 Sale / Transfer of Fixed Assets - - - - -

2015-16 Sale / Transfer of Fixed Assets - - 1.42 - -
3 2017-18 (Q1)Investment in share capital/units

2016-17 Investment in share capital/units - - 25.00 - -
2015-16 Investment in share capital/units - 0.01 62.50 - -
2012-13 Investment in share capital/units - - - - -
4 2017-18 (Q1)Sundry Deposits Placed - - 0.10 - -

2016-17 Sundry Deposits Placed 0.66 0.90 - - -
2015-16 Sundry Deposits Placed 1.42 - - - -
329
(Rs. in million)
(i) (ii) (iii) (iv) (v)
5 2017-18 (Q1)Intercorporate Deposits Placed during the year - - - - -

2016-17 Intercorporate Deposits Placed during the year - 500.00 - - -
2015-16 Intercorporate Deposits Placed during the year - - - - 357.50
2014-15 Intercorporate Deposits Placed during the year - 30.00 - - 132.96
6 2017-18 (Q1)Intercorporate Deposits Taken during the year - - - - -

2016-17 Intercorporate Deposits Taken during the year - 770.00 - - -
2015-16 Intercorporate Deposits Taken during the year - - - - -
7 2017-18 (Q1)Intercorporate Deposits Returned - - - - -

2016-17 Intercorporate Deposits Returned - 770.00 - - -
2015-16 Intercorporate Deposits Returned - - - - -
8 2017-18 (Q1)Sale of materials / finished goods - - 390.68 - 0.04

2016-17 Sale of materials / finished goods - - 2,409.86 - 28.93
2015-16 Sale of materials / finished goods - 14.41 2,528.54 7.83 (9.67)
2014-15 Sale of materials / finished goods 0.09 21.31 2,166.46 17.94 -
2013-14 Sale of materials / finished goods - 11.28 2,170.36 23.56 -
2012-13 Sale of materials / finished goods - 0.84 2,052.91 43.01 -
9 2017-18 (Q1)Purchase of materials / finished goods 8.01 - 5.02 - 359.60

2016-17 Purchase of materials / finished goods 21.33 3.02 29.26 57.47 1,782.60
2015-16 Purchase of materials / finished goods 0.54 4.10 38.48 31.97 1,395.40
2014-15 Purchase of materials / finished goods - 1.49 35.24 43.81 -
2013-14 Purchase of materials / finished goods 0.58 3.78 20.82 41.70 -
2012-13 Purchase of materials / finished goods - - 10.34 37.62 313.53
10 2017-18 (Q1)Expenses Charged to / Reimbursement made from other companies - 0.07 5.48 - 0.67
2016-17 Expenses Charged to / Reimbursement made from other companies 1.18 2.14 29.64 - -
2015-16 Expenses Charged to / Reimbursement made from other companies 0.01 0.17 26.44 - 0.01
2014-15 Expenses Charged to / Reimbursement made from other companies - 6.06 3.96 - 0.01
11 2017-18 (Q1)Expenses Charged by / Reimbursement made to other companies 28.28 7.57 0.04 - 1.51
2016-17 Expenses Charged by / Reimbursement made to other companies 76.45 552.91 0.15 - -
2015-16 Expenses Charged by / Reimbursement made to other companies 80.44 14.60 4.28 0.21 -
2014-15 Expenses Charged by / Reimbursement made to other companies 81.03 4.03 0.34 0.14 -
330
(Rs. in million)
(i) (ii) (iii) (iv) (v)
12 2017-18 (Q1)Dividend Income

2016-17 Dividend Income - - - - -
2015-16 Dividend Income - - - 14.32 -
2014-15 Dividend Income - - - 6.25 -
2013-14 Dividend Income - - - 8.93 -
2012-13 Dividend Income - - - 7.50 -
13 2017-18 (Q1)Dividend Paid

2016-17 Dividend Paid - - - - -
2015-16 Dividend Paid 261.10 - - - -
2014-15 Dividend Paid 449.29 - - - -
2013-14 Dividend Paid 159.98 - - - -
2012-13 Dividend Paid - - - - -
14 2017-18 (Q1)Interest income on intercorporate deposits placed

2016-17 Interest income on intercorporate deposits placed 8.37 0.70 - - 15.13
2015-16 Interest income on intercorporate deposits placed 11.34 5.21 - - 15.51
2014-15 Interest income on intercorporate deposits placed - 5.61 - - 18.92
2013-14 Interest income on intercorporate deposits placed - 6.28 - - -
2012-13 Interest income on intercorporate deposits placed - 8.99 - - -
15 2017-18 (Q1)Interest Expenses on intercorporate deposits Taken

2016-17 Interest Expenses on intercorporate deposits Taken - 20.83 - - -
2015-16 Interest Expenses on intercorporate deposits Taken - - - - -
16 2017-18 (Q1)Sundry Income - 7.05 - 0.04

2016-17 Sundry Income - 0.14 24.75 - -
2015-16 Sundry Income - 3.90 28.45 - -
2014-15 Sundry Income - 3.39 19.70 - -
2013-14 Sundry Income - 1.28 15.60 - -
2012-13 Sundry Income - - 6.80 - 142.76
17 2017-18 (Q1)Outstanding Intercorporate Deposit Receivable

2016-17 Outstanding Intercorporate Deposit Receivable - - - - -
2015-16 Outstanding Intercorporate Deposit Receivable 111.96 52.00 - - 511.00
2014-15 Outstanding Intercorporate Deposit Receivable - 52.00 - - 265.46
2013-14 Outstanding Intercorporate Deposit Receivable - 52.00 - - -
2012-13 Outstanding Intercorporate Deposit Receivable - 65.00 - - -
331
(Rs. in million)
(i) (ii) (iii) (iv) (v)
18 2017-18 (Q1)Capital Advance Given - 48.70 - - -

2016-17 Capital Advance Given - 36.48 - - -
2015-16 Capital Advance Given 2.92 17.95 - - -
2014-15 Capital Advance Given - - - - -
19 2017-18 (Q1)Outstanding receivables (Net of Payables) (8.30) 0.68 133.80 - (36.91)

2016-17 Outstanding receivables (Net of Payables) 6.92 1.10 121.27 - (47.35)
2015-16 Outstanding receivables (Net of Payables) 11.31 12.02 118.37 0.04 122.83
2014-15 Outstanding receivables (Net of Payables) (6.44) 7.94 75.35 3.65 15.03
2013-14 Outstanding receivables (Net of Payables) 19.55 7.39 119.56 5.98 (9.01)
2012-13 Outstanding receivables (Net of Payables) (4.37) 10.72 120.27 41.58 (23.45)
20 2017-18 (Q1)Guarantees Outstanding

2016-17 Guarantees Outstanding - 12.07 - - -
2015-16 Guarantees Outstanding - 12.07 - - -
2014-15 Guarantees Outstanding - 214.88 70.32 - -
2013-14 Guarantees Outstanding - 202.81 65.97 - -
2012-13 Guarantees Outstanding - - 59.77 - -
21 2017-18 (Q1)Contribution to Post-employment Benefit Plans - - - - 81.09

2016-17 Contribution to Post-employment Benefit Plans - - - - 186.71
(ii) Details relating to persons referred to in items 1 (iv) & (v) above 2017-18 (Q1) 2016-17 2015-16 2014-15 2013-14 2012-13
1 Remuneration to Key Management Personnel

Short Term Employee Benefit 25.17 40.54 48.44 73.70 60.22 50.46
Post Employee Gratuity & Medical Benefits 0.22 0.79 0.73 0.61 0.58 0.54
Shared Based Payment 5.74 995.21 - - - -
2 Dividend Paid - - 12.06 20.75 5.63 -
3 Director's Sitting Fees 0.54 2.68 2.48 1.86 0.37 0.42
332
In compliance with Ind AS 24 - Related Party Disclosures, as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards)
Amendment Rules, 2016 the required disclosures are given below:
3. Significant Related Party Transactions :

(Rs. in million)
Sr. No. Nature of Transaction 2017-18 (Q1) 2016-17 2015-16 2014-15 2013-14 2012-13
1 Purchase of Fixed Assets

Godrej & Boyce Mfg Co Limited 2.17 7.67 21.19 66.44 1.05 3.23
Godrej Industries Limited - - 3.29 - - -
Godrej Tyson Foods Limited - - - 0.49 - -
Godrej Properties Limited - - - 23.77 - -
2 Sale / Transfer of Fixed Assets

Godrej Tyson Foods Limited - - 1.42 - - -
3 Investment in Share Capital/Units

Godrej One Premises Management Pvt. Ltd. - - 0.01 - - -
Omnivore India Capital Trust - 25.00 62.50 37.50 42.50
4 Sundry Deposits placed

Godrej Industries Limited - 0.66 1.42 0.96 1.02 0.31
Godrej One Premises Management Pvt. Ltd. - 0.90 - - - -
Godrej Tyson Foods Limited 0.10 - - - - -
5 Intercorporate Deposits placed during the year

Godrej Hersheys Limited - - - - - 100.00
Anamudi Real Estates LLP - - 357.50 21.00 - -
Natures Basket Limited - 500.00 - 30.00 52.00 -
Vora Soaps Limited - - - 111.96 - -
6 Intercorporate Deposits taken during the year

Natures Basket Limited - 770.00 - - - -
7 Intercorporate Deposits Returned

8 Sale of materials / finished goods

Creamline Dairy Products Limited (Associates) - - 7.83 17.94 23.56 36.05
Godrej Consumer Products Limited - - 14.41 21.31 11.28 0.84
Godrej Tyson Foods Limited 364.86 2,318.22 2,479.85 2,151.66 2,105.89 1,991.02
Polchem Hygiene Laboratories (P) Ltd - - - - - 6.96
Godrej Industries Limited - - - 0.09 - -
Hikal Ltd - - 0.02 - - -
Astec Crop Care Private Limited - 28.26 (9.69) - - -
Nichem Solutions 0.04 0.02 - - - -
khammam milkline p ltd - 0.13 - - - -
kavali milk line p ltd - 0.52 - - - -
333
(Rs. in million)
9 Purchase of Materials / Finished Goods

Bahar Agrochem & Feeds Ltd - - - - - 313.53
Godrej & Boyce Mfg Co Limited 2.38 4.96 - - 0.58 -
Godrej Industries Limited 8.01 16.37 0.54 - - -
Godrej Consumer Products Limited 0.71 3.02 4.10 1.49 3.78 -
Polchem Hygiene Laboratories (P) Ltd - 57.47 31.97 43.81 41.70 37.62
Hikal Ltd - - 0.08 - - -
Nichem Solutions - - 0.06 - - -
ongole milk line p ltd 61.98 255.63 227.14 - - -
mohan milk line p ltd 93.28 346.91 291.41 - - -
vidya milkline p ltd 28.74 128.96 117.12 - - -
khammam milkline p ltd 44.45 188.97 190.66 - - -
pamuru milkline p ltd 34.83 121.83 125.90 - - -
kavali milk line p ltd 68.19 471.07 307.63 - - -
pragathi milkline p ltd 13.54 120.22 45.96 - - -
dhulipalla milkline p ltd 2.90 102.31 42.97 - - -
orga farms ltd 3.80 12.00 23.90 - - -
PVR & PSR Enterprises 4.80 34.70 22.56 - - -
10 Expenses Charged to / Reimbursement made from other companies

ACI Godrej Agrovet Private Limited - - - - 0.45 0.06
Crop Science Advisors LLP - - 0.01 0.01 - -
Godrej & Boyce Mfg Co Limited - - - - 0.12 -
Godrej Consumer Products Limited 0.67 - 0.17 6.06 5.71 4.79
Godrej Industries Limited - 1.18 0.01 0.66 1.47
Godrej Properties 0.07 - - - - -
11 Expenses Charged by / Reimbursement made to other companies

Godrej Infotech Limited - 0.36 0.39 0.22 0.18 0.15
Godrej Consumer Products Limited 0.75 1.37 0.44 3.81 1.72 2.87
Godrej Industries Limited 28.28 74.49 77.36 78.01 43.84 61.20
Natures Basket Limited - 4.22 - - 1.68 -
Polchem Hygiene Laboratories (P) Ltd - - 0.17 0.14 - -
Godrej One Premises Management Pvt. Ltd. 7.57 29.46 13.76 - - -
Creamline Dairy Products Limited (Associates) - - 0.05 - - -
Godrej Properties Limited - 517.50 - - - -
12 Dividend Income
Polchem Hygiene Laboratories (P) Ltd - - 0.96 0.91 0.91 0.82
13 Dividend Paid
Godrej & Boyce Mfg Co Limited - - 11.75 20.22 - -
Godrej Industries Limited - - 249.35 429.06 159.98 -
Mr. N. B. Godrej - - 9.18 15.80 5.63 -
Mr. A. B. Godrej - - 0.01 0.02 - -
Mr. B. S. Yadav - - 2.87 4.93 - -
14 Interest income on intercorporate deposits placed

Natures Basket Limited - 0.70 5.21 5.61 6.28 7.80
Anamudi Real Estates LLP - 13.79 15.51 13.94 - -
Astec Crop Care Private Limited - 1.35 - - - -
Vora Soaps Limited - 8.37 11.34 4.98 - -
15 Interest Expenses on intercorporate deposits Taken

334
(Rs. in million)
16 Sundry Income
17 Outstanding Intercorporate Deposit Receivable

Natures Basket Limited - - 52.00 52.00 52.00 65.00
Vora Soaps Limited - - 111.96 111.96 - -
18 Capital Advance Given

Godrej & Boyce Mfg Co Limited - - 2.92 - - -
Godrej Vikhroli Properties India Limited 48.70 36.48 17.95 - - -
19 Outstanding Receivables (Net of Payables)

Godrej & Boyce Mfg Co Limited 0.49 - 4.75 (3.68) 19.66 0.04
Godrej Industries Limited (8.30) 6.92 6.56 (2.76) (0.12) (4.41)
Godrej Properties Limited 1.47 1.40 - - - 0.02
Godrej Consumer Products Limited (1.55) (0.25) 0.56 1.75 2.22 1.41
Godrej Infotech Limited - (0.04) - - - (0.08)
Creamline Dairy Products Limited (Associates) - - - 3.65 3.99 6.19
Polchem Hygiene Laboratories (P) Ltd - - 0.04 - - (0.08)
AL Rahaba Trading International LLC - - - - 2.00 35.47
Crop Science Advisors LLP - - - 0.04 0.08 -
Vora Soaps Limited - - - 4.98 - -
Godrej One Premises Management Pvt. Ltd. (0.78) - (0.11) - - -
Astec Crop Care Private Limited 28.26 28.26 95.74 - - -
Hikal Ltd - (3.80) - - - -
Opus Chemicals Private Limited 4.94 (4.94) - - - -
Altimax Financial Services Private Limited 0.37 (0.37) - - - -
Nichem Solutions 0.04 - - - - -
Ongole Milk Line 1.96 - (5.30) - - -
mohan milk line p ltd 2.27 (4.73) (9.13) - - -
vidya milkline p ltd 0.49 (0.79) (3.19) - - -
khammam milkline p ltd 7.38 (7.76) (5.18) - - -
pamuru milkline p ltd 0.18 (2.72) (2.65) - - -
kavali milk line p ltd 1.76 (3.11) (4.58) - - -
pragathi milkline p ltd 0.29 (0.96) (0.68) - - -
dhulipalla milkline p ltd - (1.37) (1.91) - - -
orga farms ltd 0.34 (0.46) (0.55) - - -
PVR & PSR Enterprises 2.71 (2.55) (2.81) - - -
Nutramaax Food Specalities Private Limited (0.17) - - - -
Godrej Agrovet Limited Employees Group Gratuity Trust. (86.68) (42.06) (35.38) (28.89) (9.09) (23.45)
20 Guarantees outstanding
ACI Godrej Agrovet Private Limited - - - 70.32 65.97 59.77
Godrej Consumer Products Limited - 12.07 12.07 214.88 202.81 -

23 Contribution to Post-employment Benefit Plans

Godrej Agrovet Limited Employees Provident Fund Trust. 37.46 145.62 131.30 113.10 92.45 75.41
Godrej Agrovet Limited Employees Superannuation Scheme. 1.57 5.71 5.50 5.25 5.32 5.00
Godrej Agrovet Limited Employees Group Gratuity Trust. 42.06 35.38 28.89 9.09 23.45 19.13
335
First Time Adoption

Note 63 Reconciliation between previous GAAP and Ind AS
First Time Adoption
Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the equity reconciliation from previous
GAAP to Ind AS:
Reconciliation of equity as at March 31, 2016 (Rs. in million)

Notes to First Ind AS Restatement
Particulars Previous GAAP* Ind AS Restated Ind AS
time adoption adjustments adjustments
ASSETS
Non-current assets
Property, Plant and Equipment 1 9,646.82 1,340.44 10,987.26 - 10,987.26
Capital work-in-progress 1,239.08 (618.85) 620.23 - 620.23
Goodwill 14 2,531.73 (583.06) 1,948.67 0.00 1,948.67
Other Intangible assets 214.36 374.03 588.39 - 588.39
Intangible assets under development 18.05 - 18.05 - 18.05
Biological assets other than bearer plants 2 84.63 4.05 88.68 - 88.68
Equity accounted investees 31.58 1,520.10 1,551.68 (4.63) 1,547.05
Financial Assets - - - -
(i) Investments 187.60 (187.47) 0.13 - 0.13
(ii) Loans 3 188.70 (58.63) 130.07 0.44 130.51
(iii) Others 3, 4 18.68 38.05 56.73 1.29 58.02
Deferred tax assets (net) 4 - 117.09 117.09 - 117.09
Other tax assets (net) 4 200.05 (96.52) 103.53 (17.10) 86.43
Other non-current assets 3 473.74 (110.84) 362.90 - 362.90
Total non current assets 14,835.02 1,738.39 16,573.41 (20.00) 16,553.41
-
Current Assets -
Inventories 9 7,368.21 (702.82) 6,665.39 - 6,665.39
Financial Assets - - - - -
(i) Investments 586.23 9.88 596.11 (3.55) 592.56
(ii) Trade Receivables 4,881.17 (336.05) 4,545.12 0.28 4,545.40
(iii) Cash and cash equivalents 7 386.83 (72.53) 314.30 (0.00) 314.30
(iv) Bank balance other than (iii) above 7 34.47 70.87 105.34 - 105.34
(v) Loans 1,425.03 (44.11) 1,380.92 8.34 1,389.26
(vi) Others 3, 11 517.60 27.27 544.87 2.56 547.43
Other current assets 3, 11 381.81 137.08 518.89 0.11 519.00
Total current assets 15,581.35 (910.41) 14,670.94 7.74 14,678.68
-
TOTAL ASSETS 30,416.37 827.98 31,244.35 (12.26) 31,232.09
-
-
-
EQUITY AND LIABILITIES -
Equity -
Equity share capital 925.65 - 925.65 - 925.65
Other equity 1 to 14 6,765.88 139.20 6,905.08 1.29 6,906.36
Equity attributable to equity holders of the parent 7,691.53 139.20 7,830.73 1.29 7,832.01
Non controlling interest 1,334.36 994.67 2,329.03 (5.96) 2,323.07
Total Equity 9,025.89 1,133.87 10,159.76 (4.68) 10,155.08
-
Liabilities -
Non current liabilities -
Financial liabilities -
(i) Borrowings 515.87 (308.09) 207.78 0.02 207.80
(ii) Other financial liabilities 7 - 65.37 65.37 326.56 391.94
Provisions 37.65 (5.12) 32.53 (3.76) 28.77
Deferred tax liabilities(net) 4 815.20 632.80 1,448.00 10.14 1,458.14
Other non-current liabilities 1 280.87 190.14 471.01 (326.56) 144.44
Total non current liabilities 1,649.59 575.10 2,224.69 6.40 2,231.09
-
Current liabilities -
Financial liabilities -
(i) Borrowings 9 13,192.50 (587.56) 12,604.94 - 12,606.65
(ii) Trade Payables 9 3,585.25 (217.77) 3,367.48 (18.37) 3,349.11
(iii) Other financial liabilities 10 2,213.22 (2.68) 2,210.54 6.25 2,216.79
Other current liabilities 1, 7 653.26 (149.97) 503.29 (2.79) 500.50
Provisions 11 96.66 76.99 173.65 (0.78) 172.87
Liabilities for current tax (net) - - - - -
Total current liabilities 19,740.89 (880.99) 18,859.90 (13.97) 18,845.92
-
Total liabilities 21,390.48 (305.89) 21,084.59 (7.57) 21,077.01
-
Total Equity and Liabilities 30,416.37 827.98 31,244.35 (12.26) 31,232.09
*Previous GAAP numbers have been reclassified to conform to Ind AS presentation requirements for the purpose of this note
336
Reconciliation of equity as at March 31, 2015 (Rs. in million)

ASSETS
Non-current assets
Property, Plant and Equipment 1 5,941.78 (717.19) 5,224.59 - 5,224.59
Capital work-in-progress 1,745.34 (364.85) 1,380.49 - 1,380.49
Goodwill 14 - - - - -
Other Intangible assets 221.85 (3.86) 217.99 - 217.99
Intangible assets under development - - - - -
Equity accounted investees 99.11 1,123.95 1,223.06 269.08 1,492.14
Financial Assets - - -
(i) Investments 125.04 (124.96) 0.08 - 0.08
(ii) Loans 3 162.46 (62.13) 100.33 0.51 100.84
(iii) Others 3, 4 17.03 - 17.03 0.68 17.71
Deferred tax assets (net) 4 - 110.24 110.24 0.09 110.33
Other tax assets (net) 4 131.15 (12.97) 118.18 - 118.18
Other non-current assets 3 186.49 (12.22) 174.27 - 174.27
Total non current assets 8,750.21 (60.59) 8,689.62 270.36 8,959.98
-
Current Assets -
Inventories 9 4,317.12 (429.33) 3,887.79 - 3,887.79
(i) Investments 674.22 - 674.22 (308.11) 366.11
(ii) Trade Receivables 2,855.41 (162.92) 2,692.49 - 2,692.61
(iii) Cash and cash equivalents 7 161.30 (30.91) 130.39 - 130.39
(iv) Bank balance other than (iii) above 7 11.79 32.74 44.53 - 44.53
(v) Loans 1,016.99 (66.41) 950.58 8.34 958.92
(vi) Others 3, 11 113.09 19.75 132.84 2.56 135.40
Other current assets 3, 11 227.19 125.93 353.12 - 353.12
Total current assets 9,377.11 (511.15) 8,865.96 (297.09) 8,568.87
-
TOTAL ASSETS 18,127.32 (571.74) 17,555.58 (26.73) 17,528.85

Equity
Other equity 1 to 14 5,429.30 44.90 5,474.20 4.28 5,478.48
Non controlling interest - - - - -
Total Equity 6,354.95 44.90 6,399.85 4.28 6,404.13
Liabilities
(i) Borrowings 1,139.46 (420.12) 719.34 1.61 720.95
(ii) Other financial liabilities 7 - 44.60 44.60 - 44.60
Provisions 21.13 (5.26) 15.87 - 15.87
Deferred tax liabilities(net) 4 559.49 13.36 572.85 (7.37) 565.48
Other non-current liabilities 1 - 72.04 72.04 - 72.04
Total non current liabilities 1,720.08 (295.38) 1,424.70 (5.76) 1,418.94
Current liabilities
(i) Borrowings 9 6,302.67 (179.06) 6,123.61 0.48 6,124.09
(ii) Trade Payables 9 2,297.12 (143.48) 2,153.64 (12.74) 2,140.90
(iii) Other financial liabilities 10 678.89 369.65 1,048.54 (3.04) 1,045.50
Provisions 11 26.25 93.69 119.94 - 119.94
Liabilities for current tax (net) 0.26 (0.26) - - -
Total current liabilities 10,052.29 (321.26) 9,731.03 (25.25)
- 9,705.78
Total Equity and Liabilities 18,127.32 (571.74) 17,555.58 (26.73) 17,528.85
337
Reconciliation of equity as at March 31, 2014- Proforma (Rs. in million)

ASSETS
Non-current assets
Property, Plant and Equipment 1 5,134.23 (728.44) 4,405.79 (9.93) 4,395.86
Goodwill 14 - - - - -
Equity accounted investees 384.96 939.18 1,324.14 (36.54) 1,287.60
(i) Investments 87.58 (87.50) 0.08 - 0.08
(ii) Loans 3 134.72 (47.03) 87.69 1.30 88.99
(iii) Others 3, 4 17.36 - 17.36 0.10 17.46
Assets for Current Tax (Net) 4 104.18 - 104.18 - 104.18
Other non-current assets 3 115.16 3.73 118.89 - 118.89
Total non current assets 7,911.88 107.09 8,018.97 (45.07) 7,973.90
Current Assets
Inventories 9 3,619.95 (427.13) 3,192.82 - 3,192.82
(i) Investments - - - - -
(iii) Cash and cash equivalents 7 1,210.06 (71.47) 1,138.59 - 1,138.59
(iv) Bank balance other than (iii) above 7 6.42 - 6.42 - 6.42
(v) Loans 927.38 (84.21) 843.17 8.33 851.50
(vi) Others 3, 11 129.30 0.01 129.31 2.56 131.87
TOTAL ASSETS 16,286.61 (491.32) 15,795.29 (34.18) 15,761.11

Equity
Equity share capital 126.37 5.87 132.24 - 132.24
Other equity 1 to 14 4,542.42 525.63 5,068.05 (13.55) 5,054.50
Equity attributable to equity holders of the parent 4,668.79 531.50 5,200.29 (13.55) 5,186.74
Total Equity 4,668.79 531.50 5,200.29 (13.55) 5,186.74
Liabilities
(i) Borrowings 1,743.59 (101.15) 1,642.44 7.33 1,649.77
(ii) Other financial liabilities 7 11.15 - 11.15 - 11.15
Provisions 20.51 (3.35) 17.16 - 17.16
Deferred tax liabilities(net) 4 470.84 (48.28) 422.56 11.94 434.50
Total non current liabilities 2,246.09 (81.92) 2,164.17 19.27 2,183.44
Current liabilities
(i) Borrowings 9 509.64 4,043.27 4,552.91 4,552.91
(ii) Trade Payables 9 6,901.67 (4,587.93) 2,313.74 (17.35) 2,296.39
(iii) Other financial liabilities 10 1,095.43 21.25 1,116.68 (3.75) 1,112.93
Provisions 11 445.65 (336.33) 109.32 (6.94) 102.38
Liabilities for current tax (net) - - - - -
-
Total liabilities 11,617.82 (1,022.82) 10,595.00 (20.63) 10,574.37
-
Total Equity and Liabilities 16,286.61 (491.32) 15,795.29 (34.18) 15,761.11
338
Reconciliation of equity as at March 31, 2013- Proforma (Rs. in million)

ASSETS
Non-current assets
Property, Plant and Equipment 1 3,616.08 (742.61) 2,873.47 (0.71) 2,872.76
Goodwill 14 10.14 - 10.14 - 10.14
Intangible assets under development - - - - -
Equity accounted investees 287.02 813.80 1,100.82 1.34 1,102.16
(i) Investments 374.28 (371.70) 2.58 (0.00) 2.58
(ii) Loans 3 229.94 (31.90) 198.04 21.10 219.14
(iii) Others 3, 4 16.49 - 16.49 0.10 16.59
Assets for Current Tax (Net) 4 111.94 - 111.94 - 111.94
Total non current assets 6,677.63 (362.85) 6,314.78 28.81 6,343.59
Current Assets
Inventories 9 3,158.44 (376.51) 2,781.93 - 2,781.93
(i) Investments - - - - -
(iii) Cash and cash equivalents 7 233.87 (21.36) 212.51 - 212.51
(iv) Bank balance other than (iii) above 7 6.41 - 6.41 - 6.41
(v) Loans 789.04 (19.13) 769.91 8.28 778.19
(vi) Others 3, 11 39.82 5.30 45.12 2.56 47.68
Other current assets 3, 11 102.88 52.83 155.71 (0.26) 155.45
12,879.73 (775.62) 12,104.11 39.39 12,143.50
TOTAL ASSETS

Equity
Other equity 1 to 14 3,739.89 216.73 3,956.62 48.25 4,004.87
Total Equity 3,866.26 222.60 4,088.86 48.25 4,137.11
Liabilities
(i) Borrowings 1,145.57 (99.17) 1,046.40 3.93 1,050.33
(ii) Other financial liabilities 7 - - - - -
Provisions 23.59 (2.93) 20.66 - 20.66
Total non current liabilities 1,527.30 (224.77) 1,302.53 35.16 1,337.69
Current liabilities
(i) Borrowings 9 780.22 2,924.41 3,704.63 0.42 3,705.05
(ii) Trade Payables 9 5,240.41 (3,394.04) 1,846.37 (18.96) 1,827.41
(iii) Other financial liabilities 10 842.99 0.33 843.32 (7.32) 836.00
Provisions 11 301.75 (230.50) 71.25 (0.07) 71.18
Liabilities for current tax (net) - - -
Total liabilities 9,013.47 (998.22) 8,015.25 (8.86)

- 8,006.39
Total Equity and Liabilities 12,879.73 (775.62) 12,104.11 39.39 12,143.50
339
A. Reconciliation between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the total comprehensive income
reconciliation from previous GAAP to Ind AS:
Reconciliation of total comprehensive income for the year 2015-16 (Rs. in million)

Revenue
Revenue from Operations 11 42,982.52 (5,432.97) 37,549.55 - 37,549.55
Other income 1b, 12 526.32 113.17 639.49 (12.30) 627.19
Total Revenue 43,508.84 (5,319.80) 38,189.04 (12.30) 38,176.74
Expenses -
Cost of materials consumed 9,11 30,672.72 (2,099.89) 28,572.83 (3.00) 28,569.83
Purchases of Stock-in-Trade 9,11 1,817.33 (82.20) 1,735.13 - 1,735.13
Changes in inventories of finished goods work-in- 11
progress and Stock-in-Trade (1,073.52) 218.12 (855.40) - (855.40)
Excise Duty 9 47.98 - 47.98 - 47.98
Employee Benefits Expenses 13 1,681.22 (124.40) 1,556.82 - 1,556.82
Finance costs 9 613.02 363.68 976.70 - 976.70
Depreciation and Amortisation Expenses 1b, 14 622.26 (98.51) 523.75 - 523.75
Other Expenses 9 6,528.99 (3,032.03) 3,496.96 31.67 3,528.63
Total Expenses 40,910.00 (4,855.23) 36,054.77 28.67 36,083.44
Profit before share of net profits of investments accounted 2,598.84 (464.57) 2,134.27 (40.97) 2,093.30
for using equity method and tax
Share of equity-accounted investees, net of tax 63.03 263.95 326.98 (0.40) 326.58
Profit Before exceptional items and tax 2,661.87 (200.62) 2,461.25 (41.37) 2,419.88
Exceptional Items (62.74) 947.86 885.12 60.81 945.93
Profit before tax 4 2,599.13 747.24 3,346.37 19.44 3,365.81
Tax expense: 689.33 44.62 733.95 20.99 754.94
Current Tax 530.44 (50.63) 479.81 5.14 484.95
Deferred Tax 206.87 47.27 254.14 15.85 269.99
Less: MAT credit entitlement (47.98) 47.98 - - -
Profit/(Loss) for the year Period after Tax 1,909.80 702.62 2,612.42 (1.55) 2,610.87
-
Other comprehensive income -
-
Items that will not be reclassified to profit or loss -
Remeasurements of defined benefit liability 13 - (20.17) (20.17) - (20.17)
Equity accounted investee's share of other comprehensive
income - 1.53 1.53 - 1.53
Income tax related to items that will not be reclassified to
profit or loss - 8.92 8.92 - 8.92
-
Items that will be reclassified to profit or loss -
Foreign operations foreign currency translation
differences - (11.98) (11.98) - (11.98)
Other comprehensive income (net of tax) - (21.70) (21.70) - (21.70)

-
Total comprehensive income for the year 1,909.80 680.92 2,590.72 (1.55) 2,589.17
Reconciliation of total comprehensive income for the year 2014-15- Proforma (Rs. in million)

Revenue
Other income 1b, 12 136.80 10.69 147.49 (10.71) 136.77
Total Revenue 38,087.65 (4,821.92) 33,265.73 (10.71) 33,255.01
Expenses
Purchases of Stock-in-Trade 9,11 1,536.14 (72.12) 1,464.02 (0.01) 1,464.01
progress and Stock-in-Trade (401.14) 31.52 (369.62) 0.01 (369.61)
Finance costs 9 334.96 319.67 654.63 0.01 654.64
Depreciation and Amortisation Expenses 1b 459.04 (87.70) 371.34 (1.58) 369.76
Other Expenses 9 5,274.04 (2,706.01) 2,568.03 (0.02) 2,568.01
Total Expenses 35,695.31 (4,609.82) 31,085.49 (3.33) 31,082.16
Exceptional Items 346.47 18.01 364.48 - 364.48
Extraordinary Items - - - - -
Profit before tax 4 2,767.32 (49.29) 2,718.03 (11.03) 2,706.99
Tax expense: 4 626.95 0.91 627.86 (22.15) 605.71
Current Tax 560.58 (9.96) 550.62 - 550.62
Deferred Tax 92.11 (14.87) 77.24 (22.15) 55.09
Adjustment for Tax of Previous Years (net) 0.82 (0.82) - -
Profit/(Loss) for the year Period after Tax 2,140.37 (50.20) 2,090.17 11.11 2,101.28
Other comprehensive income

Share of equity accounted investees - 1.72 1.72 - 1.72
Income tax related to items that will not be
reclassified to profit or loss - 7.17 7.17 - 7.17

differences - (10.50) (10.50) - (10.50)
-
Total comprehensive income for the year 2,140.37 (74.63) 2,065.74 11.11 2,076.85
340

Revenue
Other income 1b, 12 155.52 5.63 161.15 (11.73) 149.42
Total Revenue 35,903.80 (4,717.92) 31,185.88 (11.73) 31,174.15
Expenses
progress and Stock-in-Trade (262.87) 24.74 (238.13) - (238.13)
Finance costs 9 149.11 253.78 402.89 - 402.89
Depreciation and Amortisation Expenses 1b 348.49 (84.13) 264.36 11.38 275.74
Other Expenses 9 4,587.53 (2,335.68) 2,251.85 19.62 2,271.47
Total Expenses 33,799.84 (4,538.33) 29,261.51 26.65 29,288.16
Exceptional Items - - - - -
Profit before tax 4 2,210.82 (62.53) 2,148.29 (76.29) 2,072.01
Tax expense: 4 547.84 (28.38) 519.46 (13.06) 506.41
Current Tax 448.03 (17.05) 430.98 - 430.98
Deferred Tax 112.21 (23.73) 88.48 (13.06) 75.43
Adjustment for Tax of Previous Years (net) 0.29 (0.29) - -
Profit/(Loss) for the year Period after Tax 1,662.98 (34.15) 1,628.83 (63.23) 1,565.60

Share of equity accounted investees - (0.65) (0.65) - (0.65)
-
Items that will be reclassified to profit or loss -
differences - (26.42) (26.42) - (26.42)
-
Total comprehensive income for the year 1,662.98 (61.95) 1,601.03 (63.23) 1,537.80
341

Revenue
Other income 1b, 12 111.37 8.31 119.69 (10.18) 109.51
Total Revenue 31,013.77 (3,285.34) 27,728.44 (10.18) 27,718.26
Expenses
progress and Stock-in-Trade (297.32) 6.80 (290.52) - (290.52)
Excise duty 3.64 3.64 - 3.64
Finance costs 9 284.21 200.91 485.12 - 485.12
Depreciation and Amortisation Expenses 1b 257.89 (68.90) 188.99 4.21 193.20
Other Expenses 9 3,749.12 (1,584.51) 2,164.61 19.85 2,184.46
Total Expenses 29,725.65 (3,405.26) 26,320.39 20.97 26,341.35
Profit before share of net profits of investments accounted 1,288.12 119.92 1,408.05 (31.15) 1,376.91
Share of equity-accounted investees, net of tax 42.98 (97.49) (54.51) 47.15 (7.36)
Profit Before exceptional items and tax 1,331.10 22.44 1,353.54 16.01 1,369.55
Exceptional Items - - - - -
Extraordinary Items - - - - -
Profit before tax 4 1,331.10 22.44 1,353.54 16.01 1,369.55
Tax expense: 4 407.12 (4.71) 402.41 (0.33) 402.08
Current Tax 268.11 5.87 273.98 - 273.98
Deferred Tax 148.64 (10.58) 138.06 (9.96) 128.10
Less: MAT credit entitlement - - - - -
Adjustment for Tax of Previous Years (net) (9.63) - (9.63) 9.63
Profit/(Loss) for the year Period after Tax 923.98 27.14 951.13 16.34 967.47

Share of equity accounted investees - 0.86 0.86 - 0.86

differences - (19.33) (19.33) - (19.33)
Total comprehensive income for the year 923.98 (3.03) 920.96 16.34 937.30
342
Reconciliation of Consolidated statement of Equity as previously reported under IGAAP and Ind AS
(Rs. in million)
As at As at As at As at
Particulars March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
Total Equity as per previous GAAP 9,025.89 6,354.95 4,668.78 3,866.26

Fair valuation of investments including investment in Creamline 638.85 (0.88) 8.66 14.47
Dairy Products Limited before business acquisition net of Tax
and other Fair valuations
Deferred tax 70.34 42.61 25.44 14.93
Net movement in non controlling interest 1,040.54
Put option liability created & interest there on (326.57)
Purchase of stake from Non Controlling Interest (341.07)
Other IND AS adjustments 51.78 3.17 497.41 193.20
Total Equity as per Ind AS 10,159.76 6,399.85 5,200.29 4,088.86
Reconciliation of Net profit after tax as previously reported under IGAAP and Ind AS
(Rs. in million)
As at As at As at As at
Particulars March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
Net profit after tax as per previous GAAP 1,909.80 2,140.37 1,662.98 923.98
1,000.55 (4.98) 7.40 (6.09)
Fair valuation of investments including investment in Creamline
Dairy Products Limited before business acquisition
Fair valuation of Inventories of acquired Businesses and (248.22) (8.64) (17.41) 36.59
Biological Assets
Tax on Ind AS adjustments (92.89) (29.79) 14.59 2.56
Other adjustments 43.19 (6.79) (38.73) (5.92)
Net profit after tax as per Ind AS 2,612.42 2,090.17 1,628.83 951.13
Impact of Ind AS adoption on the Consolidated statement of Cash Flows

For the year ended March 31, 2016 (Rs. in million)
Particulars Previous GAAP Adjustments Ind AS
Net Cash flow from Operating Activities 1,592.46 90.73 1,683.19

Net Cash flow from Investing Activities (5,196.17) 918.21 (4,277.96)
Net Cash flow from Financing Activities 3,692.03 (908.17) 2,783.86
Net Increase in Cash and Cash Equivalent 88.32 100.77 189.09
Cash and Cash Equivalent as at April 1, 2015 161.30 (30.91) 130.39
Add: Cash and Cash Equivalent acquired during the year 142.39 (142.39) -
Less: Cash and Cash Equivalent removed of subsidiary disposed off (5.18) - (5.18)
Cash and Cash Equivalent as at March 31, 2016 386.83 (72.53) 314.30

Net Cash flow from Operating Activities 780.57 307.71 1,088.28

Net Cash flow from Financing Activities (72.23) (717.63) (789.86)
Net Increase in Cash and Cash Equivalent (1,043.28) 35.08 (1,008.20)
Cash and Cash Equivalent as at April 1, 2014 1,209.99 (71.41) 1,138.59
Less: Opening Cash & Cash equivalents removed (5.41) 5.41 -

Net Cash flow from Operating Activities 3,230.76 (1,131.89) 2,098.87

Net Cash flow from Financing Activities (187.72) 917.10 729.38
Net Increase in Cash and Cash Equivalent 973.16 (52.91) 920.25
Add: Cash and Cash Equivalent acquired during the year 5.84 - 5.84
Cash and Cash Equivalent as at March 31, 2014 1,209.99 (71.41) 1,138.59

Net Cash flow from Operating Activities 700.39 (255.24) 445.15

Net Cash flow from Financing Activities 1,203.58 42.33 1,245.91
343
1. Property Plant and Equipment (PPE)
a) On transition to Ind AS, the Company has elected to continue with the carrying value of all its property, plant
and equipment recognised as at April 1, 2015 measured as per the IGAAP and use that carrying value as the
deemed cost of the property, plant and equipment.
b) Under Ind AS, government grants relating to property, plant and equipment are required to be presented on a
gross basis as an addition to the related asset & as deferred government grant, and the same is recognised in
the statement of profit & loss on a systematic basis over the useful life of the asset.
Under IGAAP, for certain grants the Company presented the amount received as part of the reserves and
surplus, while for the remaining grants, the carrying value of the related property plant and equipment are
reduced by the amount of the grant.
2. Biological Assets other than bearer plants:
Under IGAAP, biological assets are measured at cost. Ind AS requires all biological assets to be measured on each
reporting date at their respective fair values with the fair value changes being recognised in the Statement of Profit and
Loss. The impact as of the date of transition has been adjusted through retained earnings.
3. Financial Assets/ liabilities:

Under Ind AS, financial instruments are required to be measured at fair value on initial recognition with the respective
instrument being subsequently measured at amortised cost with reference to the discount rate used for determining fair
value on initial recognition. The difference between the transaction price and fair value has been appropriately adjusted
for the respective arrangement.
4. Deferred Tax Asset/Liability:
Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences
between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for deferred taxes
using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or
liability in the balance sheet and its tax base. The application of the balance sheet approach has resulted in recognition
of deferred tax on new temporary differences which was not required under Indian GAAP.
Further, corresponding impact of all Ind AS adjustments (as applicable) has been considered. Minimum Alternate Tax
related credit has been reclassified to deferred tax.
5. Under Ind AS, redeemable preference shares are classified as financial liabilities with the dividend payout (if any)
being reflected as finance cost.
6. Interest bearing loans and borrowings

Under Indian GAAP, transaction costs incurred in connection with interest bearing loans and borrowings are
recognised upfront and charged to profit or loss for the period. Under Ind-AS, transaction costs are included in the
initial recognition of financial liability and charged to profit or loss using the effective interest method.
344
7. Company's ESOP Trust

The Company has set up an ESOP Trust (the Trust) to administer the ESOP scheme for its employees. On
consolidation of the Trust, in addition to elimination of transactions between the Company and the Trust, shares of the
Company held by the Trust have been presented as a reduction from Shareholders' Funds as Treasury Shares. Other
assets and liabilities of the Trust have been presented in the respective sections.
8. Offsetting:
Financial assets and financial liabilities which were offset under Indian GAAP but do not meet the offsetting criteria
have been shown gross under Ind AS.
9. Acceptances:
Acceptances earlier classified as trade payables have been reclassified to short term borrowings.
Application of derecognition requirements prescribed under Ind AS 109 have resulted in derecognition of trade
payables and recognition of borrowings towards supplier financing facilities of the Company. Corresponding impact of
such derecognition and finance cost have been considered in inventories, borrowings, trade and other payables , cost of
materials consumed and finance cost .
10. Derivative contracts:

Under Indian GAAP, the premium and discount on forward contracts were amortised over the contract period.
However, under Ind AS such premium or discount is recognised upfront in the profit and loss account and the mark-to-
market on such derivative contracts are to be recognised as derivative asset/liability.
11. Revenue from Operations:

Under Ind AS, revenue is required to be measured at the fair value of the consideration receivable net of expected sales
returns, rebates, discounts etc.
12. Other Income:

Under Ind AS, corporate guarantee issued on behalf of joint venture without any commission has been measured at fair
value with corresponding impact adjusted with investment in the respective joint venture. Consequently, guarantee
commission for the respective period has been recognised through income statement.
13. Employee benefit:

Both under Indian GAAP and Ind AS the Company recognised costs related to post-employment defined benefit plan
on an actuarial basis. Under Indian GAAP, actuarial gains and losses are charged to profit or loss, however in Ind AS
the actuarial gains and losses are recognised through other comprehensive income.
14. Business Combinations:

Under Ind AS, business combinations are accounted for by applying the acquisition method which inter alia requires
recognizing and measuring the identifiable assets acquired and liabilities assumed at acquisition date fair values,
acquisition related costs are accounted for as expenses in the period these are incurred and remeasurement of its
previously held equity interest at acquisition date fair value.
345
Note. 64. Restated Statement of Dividend.
Number of Equity Shares 18,51,30,876 18,51,30,876 9,25,65,438 9,25,65,438 1,32,23,634 1,21,18,752
Face value (Rs.) 10 10 10 10 10 10
Dividend per Equity Share (in Rs.) - 4.50 4.43 25.86 27.50 -
Rate of dividend - 45% 44.30% 258.60% 275% -
Dividend tax rate - 20.36% 20.36% 17.00% 17.00% -
(1)
Total dividend (in Rs. million) - 833.09 410.06 705.61 251.25 -
Dividend Tax (in ` million) - 169.60 83.48 119.92 42.70 -
Note:
The Board, in its meeting on May 12, 2017 has recommended a final dividend of Rs. 4.50 per equity share for the financial year ended March 31, 2017 and
the proposal has been approved by shareholders at the annual general meeting held on August 4, 2017. The cash outflow on account of dividend is Rs.
1,002.69 Mn including corporate dividend tax of Rs. 169.60 Mn.
346
Annexure VII: Statement on Adjustments to Audited Consolidated Financial Statements
Summarized below are the restatement adjustments made to the audited financial statements for the quarter ended June 30, 2017, year ended March 31, 2017, 2016, 2015, 2014 and 2013 and their impact on the profit / (loss) of the
Group:
(Rs. In millions)
For the For the year ended
quarter
Particulars Notes ended
2017 2017 2016 2015 2014 2013
A. Net profit after tax as per audited financial statements prepared under previous GAAP NA NA 1,909.79 2,140.36 1,663.01 923.98
B. Ind AS Adjustments
Fair valuation of investment 75.66 (4.98) 7.40 (6.09)
Fair valuation of biological assets 0.65 (8.64) (17.41) 36.59
Fair valuation of other financial instruments (2.42) (0.13) (0.07) (0.06)
Share in profit of associates and joint ventures (29.76) (7.85) (53.68) (8.06)
Provision for sales return 6.58 (2.50) (6.52) (7.29)
Impact on account of acceptances reclassified as borrowings (3.33) (9.76) 13.97 (14.92)
Derivative mark to market (2.38) (10.67) 4.83 5.99
Deferred grant 0.29 0.24 0.25 0.31
Guarantee commission recognised 0.95 1.07 1.05 0.85
Borrowing cost amortisation 1.07 - - -
Business combination adjustments 675.96 - - -
Actuarial gain /(loss) reclassification 24.00 22.82 1.43 17.28
Tax effect of adjustments (44.62) (29.79) 14.59 2.56
Total: NA NA 702.65 (50.19) (34.16) 27.16

C. Net Profit after tax as per Ind AS 755.76 2,729.18 2,612.44 2,090.17 1,628.85 951.14
D. Adjustments:
Material Restatement Adjustments
(i) Audit Qualifications 1 - - - - -
Total: - - - - -
(ii) Other adjustments
Insurance claim receivable 2 (a) (1.43) 0.15 0.60 0.63 (0.05) 0.11
Change in useful life of asset 2 (b) - - - 1.20 0.71
Liabilities/provision written back 2 (c) (15.73) (19.86) (9.90) (9.61) (26.97) (29.60)
Share in profit of associates and joint ventures 2 (d) - 31.17 23.58 (3.65) (37.90) 47.15
Prior period tax 2 (e) - - - - (9.63)
Property, plant and equipment deemed cost adjustment 2 (f) - - 1.59 (12.57) (4.91)
VAT refund 2 (g) (2.56) 2.56
Total: (19.72) 11.47 14.28 (11.05) (76.30) 6.39

Deferred Tax adjustments
Reversal of deferred tax on undistributed reserves of associate 2 (h) - - (19.64) 19.64 - -
Deferred Tax impact on other adjustments 2 (i) 6.83 3.31 3.78 2.53 13.05 9.94
Total: 6.83 3.31 (15.86) 22.17 13.05 9.94

D. Total impact of adjustments (12.90) 14.77 (1.58) 11.11 (63.25) 16.33
E. Net Profit as restated (C-D) 742.86 2,743.96 2,610.88 2,101.28 1,565.60 967.46
347
Annexure VII: Statement on Adjustments to Audited Consolidated Financial Statements
Notes to Adjustments
1. Adjustments for Audit Qualification:

Refer Note No. 57
2. Other Adjustments:
(a) In the financial statements for the quarter ended June 30, 2017 and years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013 receipt of Insurance claim has been recognised. For the
purpose of this statement, the said receipts have been appropriately adjusted in the respective financial year to which the event relates.
(b) The carrying amount of fixed assets whose useful life as on April 1, 2014 had been completed as per Schedule II to the Companies Act 2013 was adjusted in the opening balance of Retained earnings as on April 1, 2014.
Depreciation as per the transitional provision, has been adjusted to the respective years to effect the difference in the useful life.
(c) In the financial statements for the quarter ended June 30, 2017 and years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013 certain liabilities and provisions, which were recorded in
earlier years, were written back. For the purpose of this statement, the said liabilities/provisions have been appropriately adjusted in the respective financial year to which they relate.
(d) In the financial statements for the years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013 certain adjustments such as restatement of liabilities/provisions written back, prior period
items etc. to respective years has been carried out by the Group's joint ventures and associates. Accordingly, for the purpose of this statement, the share in profit of joint ventures and associates have been appropriately adjusted in the
respective financial years.
(e) In financial statements for the year ended March 31, 2013 tax accounted for pertaining to earlier years based on assessment by Income-tax authorities. For the purpose of these statements, such taxes have been appropriately
adjusted to the opening reserves as at April 1, 2012.
(f) On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as at April 1, 2015 measured as per the Previous GAAP and use that carrying value as the
deemed cost of the property, plant and equipment. The Group has followed the same accounting policy choice as initially adopted on transition date i.e. April 1, 2015 while preparing Proforma Restated Consolidated Financial
Information for the years ended March 31, 2015, 2014, 2013 and 2012. Accordingly, suitable restatement adjustments to depreciation are made to the financial statements as for the years ended March 31, 2015, March 31, 2014,
March 31, 2013 and April 1, 2012.
(g) During the quarter ended June 30, 2017, receipt of VAT refund has been recognised. For the purpose of this statement, the said refund has been appropriately adjusted to the year to which it pertains i.e. March 31, 2013.
(h) During the year ended March 31, 2015, the management intended to divest its stake in Creamline Dairy Products Ltd. (CDPL), consequently, deferred tax was created on the undistributed reserves and indexation of investment in
CDPL. However, during the year ended March 31, 2016, the Group increased its stake in CDPL from 26% to 51.91% and hence, the deferred tax earlier created was reversed during the year. For the purpose of this statement, the
reversal of deferred tax as been appropriately adjusted as on March 31, 2015.
(i) The tax rate applicable for the respective years has been used to calculate the deferred tax impact on the adjustments.
3. Material regrouping
Appropriate adjustments have been made in the restated consolidated summary Statements of Assets and Liabilities, Profit and Loss, Cash Flows and other disclosures, wherever required, by a reclassification of the corresponding
items of income, expenses, assets, liabilities and cash flows in order to bring them in line with the groupings as per the audited financial statements of the Group for the quarter ended June 30, 2017.
4. Reconciliation of Retained earnings as at April 1, 2012

(Rs. In millions)
April 1, 2012
Particulars
Proforma
A. Retained earnings as per previous GAAP 1,855.38
Ind AS Adjustments
Fair valuation of investment (0.19)
Fair valuation of biological assets (7.14)
Fair valuation of other financial instruments (0.09)
Share in profit of associates and joint ventures (215.49)
Provision for sales return (7.23)
Impact on account of acceptances reclassified as borrowings 13.04
Deferred grant 8.62
Tax effect of adjustments 194.00
B. Total Ind AS adjustments (14.48)

Other material adjustments:
Insurance claim receivable 0.57
Change in useful life of asset (10.25)
Liabilities/provision written back 98.82
Prior period tax 9.63
Share in profit of associates and joint ventures (26.65)
Property, plant and equipment deemed cost adjustment 7.66
Deferred Tax impact (32.15)
C. Total impact of adjustments 47.63
E. Retained earnings as restated (A-B-C) 1,888.53
348
Annexure VIII: Restated statement of Other Income

(Rs. In millions)
Nature (Recurring/ June 30, 2017 March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
Particulars
Non-recurring)
Interest received on Deposits Recurring 3.52 27.14 73.24 33.74 28.09 25.52
Interest Received On Loans, advances and others Recurring 1.94 120.87 13.41 - - -
Interest received from Income Tax Non- recurring - - 0.02 0.02 - -
Dividend received Non- recurring - 0.00 0.17 0.00 - -
Profit on sale of Fixed Assets (net) Non- recurring - - 49.28 5.27 19.57 -
Profit on sale of Investments (net) Non- recurring 0.56 276.34 250.02 - - 0.08
Claims received Non- recurring 2.07 4.91 4.14 2.79 7.92 1.03
Liabilities no longer required written back Non- recurring 15.73 23.30 12.94 11.96 15.32 16.68
Recovery of Bad Debts written off Recurring 1.82 2.89 4.16 10.18 7.60 2.67
Royalty & Technical Knowhow Recurring 7.05 24.75 14.23 9.85 12.90 3.70
Grant amortization Recurring 3.42 11.62 3.44 - - -
Other non-operating Income Non- recurring - - 3.47 - - -
Applicable net gain on foreign currency transactions and
Recurring 11.44 - - - - -
translation
Change in fair valuation of investments Recurring 0.08 - - - - -
VAT Refund Received Non- recurring 2.56
Other Miscellaneous Income Recurring 31.05 98.18 89.61 57.53 60.05 63.29
Share in Jointly Controlled Entities - - 8.17 5.46 4.07 (1.59)
Total Other Income as per previous GAAP (March 31, 2016

81.24 590.00 526.30 136.80 155.52 111.38
to 2013)/ Ind AS (June 30, 2017 and March 31, 2017)
Add/Less: Ind AS adjustments

Joint venture consolidation using equity method (8.18) (5.46) (4.07) 1.59
Fair valuation of investment 105.45 - 7.40 -
Fair valuation of other financial instruments 0.58 0.50 0.30 0.19
Derivative mark to market - - - 5.23
Deferred grant 8.70 4.73 0.95 0.45
Consolidation of ESOP trust - - - 0.00
Guarantee commission recognised 0.95 1.07 1.05 0.85
Business combination adjustments (8.54) - - -
Others 14.23 9.85 - -
Total Ind AS adjustments Not applicable Not applicable 113.19 10.69 5.63 8.31
Total Other Income as per Ind AS 81.24 590.00 639.49 147.50 161.16 119.69
Add/Less: Other adjustments

Insurance claim receivable (1.43) 0.15 0.60 0.63 (0.05) (0.46)
Share in profit of associates and joint ventures 3.56 - - - -
Liabilities provision written back (15.73) (23.25) (12.90) (11.35) (11.69) (12.28)
VAT refund received (2.56) 2.56
Total other adjustments (19.72) (19.54) (12.30) (10.72) (11.74) (10.18)
Total Restated Other Income 61.52 570.45 627.19 136.77 149.42 109.51
349
Annexure IX-Restated Statement of Accounting Ratios
For the quarter For the year ended

ended
Sr. No. Particulars June 30, 2017 March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
1 Restated Profit after Tax ( in millions) 742.86 2,743.94 2,610.87 2,101.28 1,565.60 967.47
2 Net Profit available to Equity Shareholders before 724.61 2,292.93 1,875.08 1,736.80 1,565.60 967.47
Exceptional Items ( in millions)
3 Net Profit available to Equity Shareholders after Exceptional 724.61 2,492.93 2,639.88 2,101.28 1,565.60 967.47
Items ( in millions)
4 Weighted average number of diluted Equity Shares 18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876 17,28,85,101
outstanding during the period
5 Weighted average number of basic Equity Shares 18,51,30,876 17,71,41,240 17,69,16,180 17,69,16,180 17,69,16,180 17,14,75,941
6 Number of equity shares outstanding at the end of the period 18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876 18,51,30,876
7 Net Worth for Equity Shareholders ( in millions) 10,727.12 10,096.80 7,832.01 6,404.13 5,186.74 4,137.11
8 Accounting Ratios:
Earnings per share before exceptional items (Refer Note No.

39)
Basic Earnings per Share 3.88 11.45 9.78 8.99 7.13 1.21
Diluted Earnings per Share 3.88 10.95 9.35 8.59 6.81 1.20
Earnings per share after exceptional items (Refer Note No.

39)
Basic Earnings per Share 3.88 12.58 14.11 11.05 7.13 1.21
Diluted Earnings per Share 3.88 12.03 13.48 10.56 6.81 1.20
Return on Net Worth for Equity Shareholders(2)/(7) 6.75% 22.71% 23.94% 27.12% 30.18% 23.39%
Net Asset Value Per Share () (6)/(5) 57.94 54.54 42.31 34.59 28.02 22.35
Note:
1.Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the number of equity shares issued during the year
multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific shares are outstanding as a proportion of total number of days during
the year.
2 Net worth for ratios is = Equity share capital + Reserves and surplus (including Capital Reserve, Securities Premium, Debenture redemption reserve, General Reserve, Employee
Stock Options Outstanding, Reserve for employee compensation expenses, Cash Flow hedging reserve, Treasury stock, Foreign Currency Translation reserve and Retained
earnings).
3.The above ratios have been computed on the basis of the Restated Summary Statements- Annexure I & Annexure II.
350
Annexure X: Restated Statement of Capitalisation

(Rs. in million)
Particulars Pre-issue as at June 30, 2017
Debt:
Long term borrowings 194.73
Short term borrowings 6,960.18
Current portion of Secured long term borrowings,
included in Other Current Liabilities 37.40
Total debt (A) 7,192.31
Shareholders Funds:
Equity Share Capital 1,851.31
Reserves and Surplus 8,875.81
Total Shareholders Funds (B) 10,727.12
Total Debt/Shareholder fund (A/B) 0.67
Notes:
i) The above has been computed on the basis of the Restated Consolidated Financial Statement - Annexure I & Annexure II.
ii) The corresponding post IPO capitalization data for each of the amounts given in the above table is not determinable at this stage pending the
completion of the Book Building process and hence the same have not been provided in the above statement.
351
Godrej One, 3rd Floor,
Pirojshanagar Eastern Express Highway,
Vikhroli (East),
Mumbai 400 079
Dear Sirs,
1. We have examined the attached Restated Standalone Financial Information of Godrej Agrovet
Limited (the Company), which comprise of the Restated Standalone Statement of Assets and
Liabilities as at June 30, 2017, March 31, 2017, 2016, 2015, 2014 and 2013, the Restated Standalone
Statement of Profit and loss (including Other Comprehensive Income), the Restated Standalone
Statement of Cash Flows and the Restated Standalone Statement of Changes in Equity for the quarter
ended June 30, 2017 and for each of the years ended March 31, 2017, 2016, 2015, 2014 and 2013 and
the summary of significant accounting policies, read together with the annexures and notes thereto
and other restated financial information explained in paragraph 7 below (collectively, the Restated
Standalone Financial Information), for the purpose of inclusion in the offer document prepared by
the Company in connection with its proposed initial public offer of Equity shares by way of fresh
issue and an offer for sale by the existing shareholders. The Restated Standalone Financial
Information has been approved by the Board of Directors of the Company and is prepared in terms of
the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the Act) read with Rules 4 to 6
of Companies (Prospectus and Allotment of Securities) Rules, 2014 (the Rules);
(b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009, as amended from time to time in pursuance of provision of Securities and
Exchange Board of India Act, 1992 (ICDR Regulations); and
(c) the Guidance Note on Reports in Company Prospectuses (Revised 2016) issued by the Institute of
Chartered Accountants of India (ICAI) (the Guidance Note).
2. The preparation of the Restated Standalone Financial Information is the responsibility of the
management of the Company for the purpose set out in paragraph 12 below. The Managements
responsibility includes designing, implementing and maintaining adequate internal control relevant to
the preparation and presentation of the Restated Standalone Financial Information. The Management
is also responsible for identifying and ensuring that the Company complies with the Act, Rules, ICDR
Regulations and the Guidance note.
3. We have examined such Restated Standalone Financial Information taking into consideration:
(a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated 22 August 2017 in connection with the proposed issue of equity shares of
the Company; and
(b) The Guidance note on Reports in Companys Prospectuses (Revised 2016) issued by ICAI.
4. These Restated Standalone Financial Information have been compiled by the management as follows:
(a) As at and for the quarter ended June 30, 2017: From the audited standalone financial statements
of the Company as at and for the quarter 1 April 2017 to June 30, 2017 (which were expressed in
Indian Rupees in lakh), prepared in accordance with Indian Accounting Standards (Ind AS)
prescribed under Section 133 of the Companies Act 2013 read with Companies (Indian
352
Accounting Standards) Rules 2015 and Companies (Indian Accounting Standards)
(Ammendment) Rules, 2016 and other relevant provisions of the Act, which have been approved
by the Board of Directors at their Board meeting held on September 11, 2017;
(b) As at and for the years ended March 31, 2017 and 2016: From the audited standalone financial
statements of the Company as at and for the year ended March 31, 2017 and as at and for the year
ended March 31, 2016 being the comparative period for the year ended March 31, 2017 (which
were expressed in Indian Rupees in lakh), prepared in accordance with Indian Accounting
Standards (Ind AS) prescribed under Section 133 of the Companies Act 2013, read with
Companies (Indian Accounting Standards) Rules 2015 and Companies (Indian Accounting
Standards) (Ammendment) Rules 2016 and other relevant provisions of the Act, which have been
approved by the Board of Directors at their Board meeting held on May 12, 2017; and
(c) As at and for the years ended March 31, 2015, 2014 and 2013: From the audited standalone
financial statements of the Company as at and for the year ended March 31, 2015 (which were
expressed in Indian Rupees in lakh), prepared in accordance with Accounting Standards
prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules 2014, and the other relevant provisions of the Act which has been approved by
the Board of Directors at their Board meeting held on May 19, 2015. From the audited standalone
financials statements of the Company as at and for the years ended March 31, 2014 and 2013
(which were expressed in Indian Rupees in lakh), prepared in accordance with Accounting
standards prescribed under Section 211 (3C) of the Companies Act, 1956 read with the
Companies Accounting Standard Rules (2006) and which have been approved by the Board of
Directors at their Board meetings held on May 14, 2014 and May 15, 2013 respectively. These
audited standalone financial statements of the Company as at and for each of the years ended
March 31, 2015, 2014 and 2013 have been converted into Ind AS to align accounting policies,
exemptions and disclosures as adopted for the preparations of the first Ind AS financial statements
for the year ended March 31, 2017. These Restated Standalone Financial Information as at and for
each of the years ended March 31, 2015, 2014 and 2013 is referred to as the Proforma Ind AS
Restated Standalone Financial Information.
5. The Audit of the Companys standalone financial statements for the years ended March 31, 2017,
2016, 2015, 2014 and 2013 was conducted by the previous auditors Kalyaniwalla & Mistry LLP,
Chartered Accountants, and accordingly reliance has been placed on the Restated standalone financial
information examined by them for the years ended March 31, 2017, 2016, 2015, 2014 and 2013. The
financial report included for these years ended March 31, 2017, 2016, 2015, 2014 and 2013 are based
solely on the report dated September 11, 2017 submitted by Kalyaniwalla & Mistry LLP, Chartered
Accountants. Kalyaniwalla & Mistry LLP, Chartered Accountants, have also confirmed that the
restated standalone financial information:
(a) have been made after incorporating adjustments for change in accounting policies retrospectively
in respective financial years to reflect the same accounting treatment as per changed accounting
policy for all the reporting years;
(b) have been made after incorporating adjustments for the material amounts in the respective
financial years to which they relate; and
(c) do not contain any exceptional items that need to be disclosed separately other than those
presented in the Restated Standalone Financial Information in the respective financial years and
do not contain any qualification requiring adjustments.
6. Based on our examination and in accordance with the requirements of Section 26 of Part I of Chapter
2014, the ICDR Regulations, the Guidance Note and terms of our engagement agreed with you, we
report that:
353
(a) The Restated Standalone Statement of Assets and Liabilities of the Company as at March 31,
2017, 2016, 2015, 2014 and 2013 examined and reported upon by the previous auditors,
Kalyaniwalla & Mistry LLP, Chartered Accountants, on which reliance has been placed by us,
and as at June 30, 2017 examined by us, as set out in Annexure I to this report, have been arrived
at after making adjustments and regroupings/reclassifications as in our opinion, were appropriate
and more fully described in the Statement of Adjustments to the Audited Financial Statements
appearing in Annexure VII of the Restated Standalone Financial Information.
(b) The Restated Standalone Statement of Profit and loss of the Company for the years ended March
31, 2017, 2016, 2015, 2014 and 2013 examined and reported upon by the previous auditors,
and for the quarter ended June 30, 2017 examined by us, as set out in Annexure II to this report,
have been arrived at after making adjustments and regroupings/reclassifications as in our opinion,
were appropriate and more fully described in the Statement of Adjustments to the Audited
Financial Statements appearing in Annexure VII of the Restated Standalone Financial
Information.
(c) The Restated Standalone Statement of Changes in Equity of the Company for the years ended
March 31, 2017, 2016, 2015, 2014 and 2013 examined and reported upon by the previous
auditors, Kalyaniwalla & Mistry LLP, Chartered Accountants, on which reliance has been placed
by us, and for the quarter ended June 30, 2017 examined by us, as set out in Annexure III to this
report, have been arrived at after making adjustments and regroupings/reclassifications as in our
opinion, were appropriate and more fully described in the Statement of Adjustments to the
Audited Financial Statements appearing in Annexure VII of the Restated Standalone Financial
Information.
(d) The Restated Standalone Statement of Cash flows of the Company for the years ended March 31,
2017, 2016, 2015, 2014 and 2013 examined and reported upon by the previous auditors,
and for the quarter ended June 30, 2017 examined by us, as set out in Annexure IV to this report,
have been arrived at after making adjustments and regroupings/reclassifications as in our opinion,
were appropriate and more fully described in the Statement of Adjustments to the Audited
Financial Statements appearing in Annexure VII of the Restated Standalone Financial
Information.
(e) Based on the above and according to the information and explanations given to us and also as per
the reliance placed on the reports submitted by the previous auditors Kalyaniwalla & Mistry LLP,
Chartered Accountants, for the respective years, we further report that the Restated Standalone
Financial information:
i. have been made after incorporating adjustments for change in accounting policies
retrospectively in respective financial years/ period to reflect the same accounting treatment
as per changed accounting policy for all the reporting years/ period;
ii. have been made after incorporating adjustments for the material amounts in the respective
financial years/ period to which they relate; and
iii. do not contain any exceptional items that need to be disclosed separately other than those
presented in the Restated Standalone Financial Information in the respective financial years/
period and do not contain any qualification requiring adjustments.
7. We have also examined the following Restated Standalone Financial Information of the Company as
set out in the Annexures prepared by the management of the Company and approved by the Board of
Directors, on September 11, 2017 for the quarter ended June 30, 2017 and for each of the years ended
354
March 31, 2017, 2016, 2015, 2014 and 2013. In respect of the years ended March 31, 2017, 2016,
2015, 2014 and 2013 these information have been included based upon the reports submitted by
previous auditors, Kalyaniwalla & Mistry LLP, Chartered Accountants, and relied upon by us:
(i) Basis of preparation and significant accounting policies as enclosed in Annexure V;

(ii) Notes to the Restated Standalone Financial Information as enclosed in Annexure VI;
(iii) Statement of Adjustments to the Audited Standalone Financial Statements as
enclosed in Annexure VII;
(iv) Restated Statement of Other Income, as enclosed in Annexure VIII;
(v) Restated Statement of Accounting ratios, as enclosed in Annexure IX;
(vi) Restated Statement of Capitalisation, as enclosed in Annexure X.
(vii) Restated Statement of tax shelter, as enclosed in Annexure XI
(viii) Restated Statement of Dividend, as enclosed in Note 60 of Annexure VI
8. Basis for Qualified Opinion
The Company has paid remuneration to its Managing Director during the year March 31,
2017 which is in excess of limits given under section 197 read with Schedule V of the
Companies Act, 2013 by Rs. 866.11 million. This amount has been debited to the Restated
Standalone Statement of Profit and Loss and adjusted in reserves. Pending approval from the
Central Government, impact thereof on the Restated Standalone Financial Information is not
currently ascertainable. Refer Note 55 of the Restated Standalone Financial Information.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, and
also as per the reliance placed on the reports submitted by the previous auditors, Kalyaniwalla &
Mistry LLP, Chartered Accountants, except for the effect of the matter described in Basis for
Qualified Opinion paragraph, the Restated Standalone Financial Information of the Company as at
and for the quarter ended June 30, 2017 and as at and for the years ended March 31, 2017 and 2016,
including the above mentioned Other Restated Standalone Financial Information contained in
Annexures VI to XI, read with basis of preparation and summary of significant accounting policies
disclosed in Annexure V, are prepared after making proforma adjustments and regroupings as
considered appropriate and as disclosed in Annexure VII and the Proforma Ind AS Restated
Standalone Financial Information of the Company as at and for the years ended March 31, 2015, 2014
and 2013, including the above mentioned Other Restated Standalone Financial Information contained
in Annexures VI to XI, read with the basis of preparation and summary of significant accounting
policies disclosed in Annexure V, are prepared after making proforma adjustments and regroupings as
considered appropriate and as disclosed in Annexure VII and have been prepared in accordance with
Section 26 of Part I of Chapter III of the Act, read with Rules 4 to 6 of Companies (Prospectus and
Allotment of Securities) Rules, 2014, the ICDR Regulations and the Guidance Note.
9. Emphasis of Matters
We draw attention to the following matters in the Notes to the Restated Standalone Financial
Information:
a) Note 47 to the Restated Standalone Financial Information wherein the Honorable High Court of
liabilities of the transferor companies (Godrej Oil Palm Limited, Godrej Gokarna Oil Palm
355
Limited and Cauvery Palm Oil Limited) have been taken over and recorded at their book values
as on April 01, 2011.
i. Amortisation amounting to Rs 10.63 million for the quarter ended June 30, 2017 and Rs 42.51
million for each of the years ended March 31, 2017, 2016, 2015, 2014 and 2013 on Intangible
Assets taken over as per the Scheme is charged against the balance in the General Reserve
Account of the Company in the quarter ended June 30, 2017 and in each of the years ended
March 31, 2017, 2016, 2015, 2014 and 2013 respectively. Had this amount been charged to
the Restated Standalone Statement of Profit and Loss, the profit for the quarter ended June 30,
2017 would have been lower by Rs 6.95 million and profit for each of the years ended March
31, 2017, 2016, 2015, 2014 and 2013 would have been lower by Rs.27.80 million, Rs.28.58
million, Rs.32.87 million, Rs.34.48 million and Rs.39.65 million respectively, the Surplus in
statement of Profit and Loss would have been lower by Rs 199.04 million as at June 30, 2017,
192.09 million as at March 31, 2017, Rs. 164.29 million as at March 31, 2016, Rs. 135.71
million as at March 31, 2015, Rs. 102.84 million as at March 31, 2014 and Rs. 68.37 million
as at March 31, 2013 and the balance in the General Reserve would have been higher by Rs.
199.04 million as at June 30, 2017, 192.09 million as at March 31, 2017, Rs. 164.29 million
as at March 31, 2016, Rs. 135.71 million as at March 31, 2015, Rs. 102.84 million as at
March 31, 2014 and Rs. 68.37 million as at March 31, 2013.
ii. In accordance with the Scheme of Arrangement, an amount of Rs. 605.53 million on account
of Goodwill on merger has been charged to Securities Premium Account. Had the scheme not
prescribed this treatment, the opening balance in the Surplus in statement of Profit and Loss
would have been lower by Rs. 605.53 million as at June 30, 2017, March 31, 2017, 2016,
2015, 2014 and 2013 and the Securities Premium Account would have been higher by Rs.
605.53 million as at June 30, 2017, March 31, 2017, 2016, 2015, 2014 and 2013.
b) Note 48 to the Restated Standalone Financial Information wherein the Honorable High Court of
liabilities of the transferor company (Godrej Gold Coin Aquafeed Limited) have been taken over
and recorded at their book values as on April 1, 2010. In accordance with the Scheme of
Arrangement, an amount of Rs. 166.91 million on account of book values of Intangible Assets
and an amount of Rs. 250.57 million on account of Goodwill on merger, aggregating to Rs.
417.48 million has been charged to securities premium account instead of amortising the same in
the Statement of Profit and Loss. Had the scheme not prescribed these treatment the balance in
securities premium account would have been higher by Rs. 417.48 million as at June 30, 2017 and
March 31, 2017, 2016, 2015, 2014 and 2013, and the Intangible Assets would have been higher
by Rs Nil as at June 30, 2017, Rs Nil as at March 31, 2017, Rs. 15.74 million as at March 31,
2016, Rs. 40.94 million as at March 31, 2015, Rs. 66.13 million as at March 31, 2014, and Rs.
91.33 million as at March 31, 2013, the balance at the beginning of the year in Surplus in
statement of Profit and Loss would have been lower by Rs 166.91 million as at June 30, 2017, Rs.
151.16 million as at March 31, 2017, Rs. 125.97 million as at March 31, 2016, Rs. 100.77 million
as at March 31, 2105, Rs. Rs. 75.58 million as at March 31, 2014 and Rs. 50.38 million as at
March 31, 2013 and the profit would have been lower by Rs. 15.74 million for the year ended
March 31, 2017 and Rs. 25.19 million for the year ended March 31, 2016, 2015, 2014 and 2013.
c) Note 49 to the Restated Standalone Financial Information wherein the Honorable High Court of
of the transferor company (Goldmuhor Agrochem & Feeds Limited) have been taken over and
recorded at their book values as on October 01, 2013.
Goodwill on Merger has been charged to the General Reserve Account.
356
amounting to Rs. 4.07 million have been directly charged against the balance in the General
Reserve Account of the Company.
iii. An amount of Rs. 200 million has been transferred from the General Reserve Account and
used to increase the Reserve for Employee Compensation Expenses.
Had the scheme not prescribed this treatment the balance in the General Reserve Account
2015 and 2014 and the profit for the year ended March 31, 2017 would have been lower by
Rs 198.59 million.
d) Note 50 to the Restated Standalone Financial Information wherein the Honorable High Court of
Judicature at Bombay had approved as Scheme of Arrangement whereby the assets and liabilities
of the transferor company (Golden Feed Products Limited) have been taken over and recorded at
their book values as on March 31, 2014.
Goodwill on Merger has been charged against the balance in the Surplus in Statement of
Profit and Loss.
ii. An Amount of Rs. 350.58 million from the Surplus in Statement of Profit and Loss has been
utilised to restate/revise value of certain assets of the Company.
iii. The cost and expenses arising out of or incurred in carrying out and implementing the scheme
amounting to Rs. 1.35 million have been directly charged against the balance in Surplus in
Statement of Profit and Loss of the Company.
Had the scheme not prescribed this treatment, surplus in the Statement of Profit and Loss
2015 and 2014.
e) Note 51 to the Restated Standalone Financial information where in Honorable High Court of
of Seeds business of the transferor company (Godrej Seeds & Genetics Limited) have been taken
over and record at their book values as on April 01, 2015.
i. In accordance with the Scheme of Arrangement an amount of Rs. 169.45 million on account
of Goodwill on Merger had been charged to the Surplus in Statement of Profit and Loss of the
Company.
amounting to Rs. 1.94 million have been directly charged against the Surplus in Statement of
Profit and Loss of the Company.
Had the scheme not prescribed this treatment, the Surplus in the Statement of Profit and Loss
would have been higher by Rs. 169.45 million as at June 30, 2017, March 31, 2017 and 2016.
f) Note 53 to the Restated Standalone Financial Information wherein the Honorable High Court of
the Judicature at Bombay had approved a Scheme for the reduction of Capital (Securities
Premium Account). As per the scheme an amount of Rs. 1,100.40 million has been transferred
from the Securities Premium Account and used to create the Reserve for Employee Compensation
Expenses of which Rs. 113.66 million for the year March 31, 2016, Rs. 113.88 million for the
year March 31, 2015, Rs. 113.47 million for the year March 31, 2014 and Rs. 720.40 million for
the year March 31, 2013 for Employee Compensation Expenses incurred during the respective
357
years has been adjusted. Had the scheme not prescribed this treatment the Profit would have been
lower by Rs 38.98 million for the year ended March 31, 2017, Rs. 113.66 million for the year
March 31, 2014 and Rs. 720.40 million for the year March 31, 2013, the opening balance in the
Surplus in Statement of Profit and Loss would have been lower by Rs. 947.76 million for the year
March 31, 2014, the Reserve for Employee Compensation Expenses would have been lower by
Rs. 238.98 million for the year March 31, 2016, Rs. 352.64 million for the year March 31, 2015,
Rs. 466.52 million for the year March 31, 2014 and Rs. 379.99 million for the year March 31,
2013 and the Securities Premium Account would have been higher by Rs. 11,00.40 million for the
year March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013.
Our report is not qualified in respect of these matters.
10. This report should not in any way be construed as a reissuance or re-dating of any of the previous
audit reports issued by us or by other firms of Chartered Accountants, nor should this report be
construed as a new opinion on any of the financial statements referred to herein.
11. We have no responsibility to update our report for events and circumstances occurring after the date
of the report.
12. Our report is intended solely for use of the management and for inclusion in the offer document to be
filed with Securities and Exchange Board of India, and stock exchanges where the equity shares are
proposed to be listed and the relevant Registrar of Companies in India in connection with the
proposed issue of Equity Shares of the Company by way of fresh issue and an offer for sale by the
existing shareholders. Our report should not be used, referred to or distributed for any other purpose
except with our prior consent in writing.
For B S R & Co. LLP

Koosai Lehery
Partner
Mumbai
358

(Rs. in million)
As at June 30, 2017 As at March 31, As at March 31, As at March 31, As at March 31, As at March 31,
Note 2017 2016 2015 2014 2013
Proforma Proforma
ASSETS
Non-current assets
Property, Plant and Equipment 2 6,977.53 6,880.78 6,653.51 5,093.78 4,270.76 2,823.22
Capital work-in-progress 175.98 300.91 369.52 1,380.49 1,491.57 1,245.83
Intangible assets 3 102.77 115.98 164.58 217.99 259.47 317.57
Biological assets other than bearer plants 4 45.32 46.70 88.68 123.36 184.29 178.79
Financial Assets
(i) Investments
Investments in Subsidiary, Associate and Joint Venture 5A 5,080.57 5,059.84 4,801.39 1,091.64 994.18 1,318.85
Other investments 5B 0.04 0.04 0.04 35.08 0.08 5.05
(ii) Trade receivables 6 - - - - - -
(iii) Loans 7 105.96 109.00 99.79 100.84 88.98 218.35
(iv) Others 8 15.99 18.93 17.35 17.72 17.52 16.45
Deferred tax assets (net) 43 52.59 50.93 82.31 106.97 23.97 21.43
Other tax assets - 103.75 93.63 118.44 104.18 111.53
Other non-current assets 9 322.63 180.87 139.60 173.53 175.77 213.10
Current Assets
Inventories 10 6,649.96 5,730.44 5,228.40 3,869.97 3,187.11 2,634.84
Financial Assets
(i) Investments 11 - - 16.28 366.11 - -
(ii) Trade receivables 12 6,065.06 4,074.58 3,661.83 2,667.93 2,244.18 1,779.68
(iii) Cash and cash equivalents 13 168.76 373.72 194.65 118.32 1,131.27 209.72
(iv) Bank balance other than (iii) above 14 7.91 70.90 67.33 44.53 6.42 6.41
(v) Loans 15 219.87 343.52 1,371.44 1,028.04 950.45 766.76
(vi) Others 16 115.28 107.30 551.45 139.37 109.94 47.66
Other current assets 17 823.28 422.05 315.52 353.12 229.41 348.91
TOTAL ASSETS 26,933.01 23,992.58 23,918.79 17,047.23 15,470.28 12,264.15

Equity
(a) Equity share capital 18 1,851.31 1,851.31 925.65 925.65 132.24 132.24
(b) Other equity 19 7,732.80 7,178.76 6,055.42 4,993.79 4,733.27 4,057.14
Total equity 9,584.11 9,030.07 6,981.07 5,919.44 4,865.51 4,189.38
Liabilities
(i) Borrowings 20 62.57 67.07 68.91 720.95 1,649.77 1,050.33
(ii) Other financial liabilities 21 0.01 0.01 65.37 44.60 11.15 -
Provisions 22 71.94 30.96 18.35 15.87 17.16 16.61
Deferred tax liabilities(net) 43 735.13 731.50 611.22 590.71 467.80 393.53
Other non-current liabilities 23 132.51 132.53 123.97 72.04 70.86 7.82
Total non current liabilities 1,002.16 962.07 887.82 1,444.17 2,216.74 1,468.29
Current liabilities
(i) Borrowings 24 5,315.08 4,753.14 11,408.09 6,124.08 4,552.91 3,705.05
(ii) Trade payables 25 8,850.05 7,461.01 2,339.91 2,121.40 2,293.93 1,818.23
(iii) Other financial liabilities 26 1,461.36 1,258.97 1,795.56 1,045.46 1,112.95 784.57
Other current liabilities 27 263.16 320.39 382.61 272.72 325.84 228.41
Provisions 28 405.19 206.93 123.73 119.96 102.40 70.22
Current Tax Liabilities (Net) 51.90
Total Equity and Liabilities 26,933.01 23,992.58 23,918.79 17,047.23 15,470.28 12,264.15
The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Financial information appearing in Annexure VI and
Statement of adjustments to Audited Financial Statement appearing in Annexure VII.

DIN: 00066195 DIN: 00294803
Koosai Lehery
Membership Number: 112399 359 Chief Financial Officer Company Secretary
Annexure II: Restated Standalone Statement of Profit and Loss

(Rs. in million)
For the quarter For the year For the year ended For the year ended For the year ended For the year ended
Note ended June 30, ended March 31, March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
2017 2017 Proforma Proforma Proforma
I. Revenue from Operations 29 9,871.56 36,160.54 33,659.89 33,067.15 30,992.41 27,609.00

II. Other income 30 32.45 532.55 540.58 149.88 148.87 112.13
IV. Expenses
Cost of materials consumed 31 6,952.71 26,389.15 25,041.64 25,056.88 23,283.80 21,551.88
Purchases of Stock-in-Trade 32 459.38 1,836.05 1,745.22 1,420.97 2,069.39 1,189.66
Changes in inventories of finished goods, Stock-in-trade and (112.89) 74.19 (248.24) (357.51) (315.47) (255.10)
work-in-progress 33
Excise Duty 170.51 - - - - -
Employee Benefits expenses 34 490.61 1,647.00 1,351.17 1,328.01 1,287.95 1,037.04
Finance costs 35 79.24 680.36 910.81 654.15 397.62 482.46
Depreciation and amortisation expenses 36 132.85 488.37 441.62 369.75 273.66 192.18
Other expenses 37 821.58 2,988.93 2,851.52 2,563.82 2,257.67 2,133.28
Total Expenses 8,993.99 34,104.05 32,093.74 31,036.07 29,254.62 26,331.40
V. Profit Before Exceptional items and tax (III-IV) 910.02 2,589.04 2,106.73 2,180.96 1,886.66 1,389.73
VI. Exceptional Items - 200.00 - 346.47 - -
VII. Profit Before Tax (V+VI) 910.02 2,789.04 2,106.73 2,527.43 1,886.66 1,389.73
VIII. Tax expense: 301.77 720.93 505.50 599.25 508.73 416.32
1. Current Tax 285.01 568.44 450.17 549.47 430.36 273.83
2. Deferred Tax 16.76 152.49 55.33 49.78 78.37 142.49
IX. Profit for the period after tax (VII-VIII) 608.25 2,068.11 1,601.23 1,928.18 1,377.93 973.41
Items that will not be reclassifed to profit or loss

Remeasurements of defined benefit liability (40.16) (27.80) (23.54) (22.82) (1.43) (17.28)
Income tax related to items that will not be reclassifed to profit 9.62 8.15 7.76 0.49 5.87
or loss 13.90
(26.26) (18.18) (15.39) (15.06) (0.94) (11.41)
Effective portion of gains/losses on hedging instruments in cash (32.11) 32.11 - - - -
flow hedges
Income tax related to items that will be reclassifed to profit or 11.11 (11.11) - - - -
loss
(21.00) 21.00 - - - -
Other comprehensive income (net of tax) (47.26) 2.82 (15.39) (15.06) (0.94) (11.41)
XI. Total comprehensive income for the period 560.99 2,070.93 1,585.84 1,913.12 1,376.99 962.00
XII. Earnings per share

Earnings per equity share (before exceptional income) 38
Basic 3.25 9.05 8.24 8.11 4.96 1.24
Diluted 3.25 8.66 7.87 7.75 4.74 1.23
Earnings per equity share (after exceptional income) 38

Basic 3.25 10.18 8.24 10.07 4.96 1.24
Diluted 3.25 9.74 7.87 9.62 4.74 1.23
The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Financial information appearing in Annexure VI and
Statement of adjustments to Audited Financial Statement appearing in Annexure VII.

DIN: 00066195 DIN: 00294803
Koosai Lehery
360
Annexure III: Restated Standalone Statement of Changes in Equity
(a) Equity share capital (Rs. In millions)

As at June 30, As at March As at March As at March
31, 2014 31, 2013
2017 31, 2017 31, 2016 31, 2015
Proforma Proforma
Balance at the beginning of the reporting period 1,851.31 925.65 925.65 132.24 132.24 121.19
Changes in equity share capital during the year/ period
Issue of equity shares to V-Sciences Investments Pte Ltd - - - - - 5.18
Issue of equity shares to Company's ESOP Trust - - - - - 5.87
Bonus shared issued - 925.66 - 793.41 - -
Balance at the end of the reporting period 1,851.31 1,851.31 925.65 925.65 132.24 132.24
(Rs. In million)
(b) Other equity Attributable to the owners of the Company
Particulars Retained General Reserve for Debenture Employee Share Treasury Cash Flow Total
earnings reserve employee redemption share option Premium Share Hedge
compensation reserve outstanding Account Reserve Reserve
expense
Balance at March 31, 2017 5,847.90 10.87 - - - 1,298.99 - 21.00 7,178.76
Total comprehensive income for the quarter
Profit for the quarter 608.25 - - - - - - - 608.25
Other comprehensive income for the quarter (26.26) - - - - - - (21.00) (47.26)
Total comprehensive income for the quarter 581.99 - - - - - - (21.00) 560.99
-
Amortisation of Intangibles as per Oil Palm Companies Merger Scheme approved by - (6.95) - - - - - - (6.95)
-
Balance at June 30, 2017 6,429.89 3.92 - - - 1,298.99 - - 7,732.80
Balance at March 31, 2016 4,536.13 37.26 238.98 187.50 1,061.42 - (5.87) - 6,055.42
Profit for the year 2,068.11 2,068.11
Other comprehensive income for the year (18.18) 21.00 2.82
Total comprehensive income for the year 2,049.93 - - - - - - 21.00 2,070.93
Transfers -
Amortisation of Intangibles as per Oil Palm Companies Merger Scheme approved by (27.80) - (27.80)
Adjustment of Employee compensation expenses recognized during the period (Refer Note (237.57) 237.57 -
No. 49 and 53).
Transfer from Debenture Redemption Reserve 187.50 (187.50) -
Bonus shares issued (925.66) (925.66)
Shares held with Company's ESOP Trust subscribed by beneficiaries 5.87 5.87
Transfer to Share Premium on ESOP shares subscribed by beneficiaries (1,298.99) 1,298.99 -
Transfer from Reserve for employee compensation expenses (Refer Note No. 49 and 53) 1.41 (1.41) -
Balance at March 31, 2017 5,847.90 10.87 - - - 1,298.99 - 21.00 7,178.76
361
(Rs. In million)
expense
Balance at April 1, 2015 3,633.42 65.84 352.64 - 947.76 (5.87) - 4,993.79

Profit for the year 1,601.23 1,601.23
Other comprehensive income for the year (15.39) (15.39)
Total comprehensive income for the year 1,585.84 - - - - - - 1,585.84
Interim Dividend (410.06) - - - - - - - (410.06)
Tax on Distributed Profit (83.48) - - - - - - - (83.48)
Transfer/utilisations
As Per Godrej Seeds and Genetics Limited Merger Scheme approved by Bombay High
Court
Expenses on Merger (Refer Note No. 51 ) (1.94) - - - - - - - (1.94)
Transfer to Debenture Redemption Reserve from Retained Earnings (187.50) - - 187.50 - - - - -
Bombay High Court ((Refer Note No. 47).
Employee compensation expenses recognised during the period (Refer Note No. 49 and 53) - - (113.66) - 113.66 - - - -
Others (0.15) - - - - - - - (0.15)

Balance at March 31, 2016 4,536.13 37.26 238.98 187.50 1,061.42 - (5.87) - 6,055.42
Balance at March 31, 2014 - Proforma 3,340.03 98.71 466.52 - 833.88 (5.87) - 4,733.27
Profit for the year 1,928.18 - - - - - - - 1,928.18
Other comprehensive income for the year (15.06) - - - - - - - (15.06)
Opening Deficit in Profit and Loss of Companies ESOP Trust 0.05 - - - - - - - 0.05
Dividends (363.65) - - - - - - - (363.65)
Interim Dividend (341.96) - - - - - - - (341.96)
Transfer/utilisations - - - - - - - - -
Bombay High Court (Refer Note No. 47).
Bonus shares issued (793.41) - - - - - - - (793.41)
Adjustment of Employee compensation expenses recognized during the period (Refer Note - - (113.88) - 113.88 - - - (0.00)
No. 49 and 53)
Others (0.84) - - - - - - - (0.84)
Balance at March 31, 2015 3,633.42 65.84 352.64 - 947.76 (5.87) - 4,993.79
362
(Rs. In million)
expense
Profit for the year 1,377.93 - - - - - - - 1,377.93
Dividends (251.25) - - - - - - - (251.25)
Transfer from retained earnings (143.87) 143.87 - - - - - - -
As per Merger schemes approved by Bombay High Court
(i) Excess of Investment over book value of net assets adjusted as per scheme of Merger (9.71) (7.11) - - - - - - (16.82)
(Refer Note No. 49, 50 )
(ii) Expenses on Merger (Refer Note No. 49, 50 ) (1.35) (4.07) - - - - - - (5.42)
(iii) Transfer to Reserve for employee compensation expenses (Refer Note No. 49) - (200.00) 200.00 - - - - - -
Restatement /revision in the value of certain Asset as approved by Bombay High Court (350.59) - - - - - - - (350.59)
(Refer Note No. 50)
Adjustment of Employee compensation expenses recognized during the period (Refer Note - - (113.47) - 113.47 - - - -
No. 49 and 53)
Others 0.40 - - - - - - - 0.40
363
(Rs. In million)
expense
Balance at March 31, 2012 - Proforma 1,897.68 139.99 - - - 46.77 - - 2,084.44

Profit for the year 973.41 - - - - - - - 973.41
Total comprehensive income for the year 962.00 - - - - - - - 962.00
Transfer from retained earning (100.16) 100.16 - - - - - - -
Share premium on 1,104,882 Equity Shares, each fully paid issued during the year - - - - - 2,380.37 - - 2,380.37
Amount recoverable from GAVL ESOP Trust - - - - - (1,264.13) - - (1,264.13)
Share issue expenses charged to Share premium Account. - - - - - (62.61) - - (62.61)
Transferred to Employee Compensation Reserve Account as per scheme of Capital - - 1,100.40 - - (1,100.40) - - -
Reduction approved by Bombay High Court (Refer Note No. 53).
Adjustment of Employee compensation expenses recognized during the period (Refer Note - - (720.41) - 720.41 - - - -
No. 53)
Shares held by company's ESOP Trust - - - - - - (5.87) - (5.87)
Others 2.59 - - - - - - - 2.59
Balance at March 31, 2013 - Proforma 2,762.11 200.50 379.99 - 720.41 0.00 (5.87) - 4,057.14
The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Financial information appearing in Annexure VI and Statement of adjustments to
Audited Financial Statement appearing in Annexure VII.

DIN: 00066195 DIN: 00294803
Koosai Lehery
364
Annexure IV: Restated Standalone Statement of Cash Flows (Rs. in million)

Particulars For the quarter ended For the year ended For the year ended For the year ended For the year ended For the year ended
A. Cash Flow from Operating Activities :
Net Profit Before Taxes 910.02 2,789.04 2,106.73 2,527.43 1,886.66 1,389.73
Adjustment for: - - -
Depreciation 132.85 488.37 441.62 369.75 273.66 192.18
(Profit) / Loss on sale of fixed assets 2.85 (13.32) (48.88) (5.27) (19.57) 1.46
Profit on sale of Investments (net) - (293.76) (257.19) - - (0.08)
Unrealised foreign exchange gain/loss - 4.50 (0.47) 30.83 (32.08) (2.74)
Dividend income - (0.00) (19.02) (6.25) (8.93) (7.50)
Interest income (5.66) (103.09) (78.83) (41.09) (28.21) (26.14)
Guarantee commission - - (0.95) (1.07) (1.05) (0.85)
MTM Derivative (gain)/ loss - - - (20.45) 26.22 (4.97)
Finance Cost 79.24 680.36 910.81 654.15 397.62 482.46
Provision for Doubtful Debts and Advances 16.33 40.89 20.72 (9.47) (7.79) (3.61)
Liabilities no longer required written back - - - - 0.00 -
Exceptional Items - (200.00) - (346.47) - -
Reversal of Temporary Diminution in Value of Current Investment - - - 19.90 - -
251.78 658.85 1,002.02 682.11 659.45 689.74
- - -
Operating Cash Flow Before Working Capital Changes 1,161.80 3,447.89 3,108.75 3,209.54 2,546.11 2,079.47
Adjustments for:
Inventories (939.31) (502.03) (1,358.43) (630.57) (520.19) (858.71)
Biological assets other than bearer plants 1.38 41.98 34.68 8.64 17.41 (36.59)
Long Term Loans and Advances and Other Non-current Assets 24.09 (31.64) 14.69 7.69 86.16 260.63
Short Term Loans and Advances and Other Current Assets (254.90) 1,561.97 (254.91) (245.07) (62.76) 146.78
Trade Payables 1,389.15 5,124.35 225.59 (547.83) 470.68 312.58
Long Term Provisions and Other Long Term Liabilities 44.01 (27.75) 23.27 32.16 9.13 (7.99)
Short Term Provisions and Other Short Term Liabilities 303.28 (518.09) 113.52 (132.12) 266.05 (268.61)
(1,448.68) 5,130.53 (2,260.36) (1,961.68) (222.25) (1,074.30)
Cash Generated from Operations (286.88) 8,578.42 848.39 1,247.86 2,323.86 1,005.17
Direct Taxes paid (net of refunds received) (115.46) (566.18) (414.76) (555.88) (421.18) (330.65)
Net Cash Flow from Operating Activities (402.34) 8,012.24 433.63 691.98 1,902.68 674.52
B. Cash Flow from Investing Activities :

Capital subsidy received - - 30.00 5.00 20.58 -
Acquisition of fixed assets (271.27) (743.30) (992.52) (1,113.88) (1,753.72) (1,593.30)
Repayment/ Proceeds from Intercorporate Deposits - - (357.80) (110.03) (64.00) (120.00)
Purchase of Investments (20.73) (258.99) (3,690.09) (172.00) (77.21) (49.01)
Proceeds from sale of investments - 310.57 623.35 - - 0.46
Dividend Received - 0.00 19.03 6.26 8.93 7.50
Net Cash Flow from Investing Activities (280.83) (496.36) (4,212.71) (1,324.00) (1,788.19) (1,712.19)
C. Cash Flow from Financing Activities :

Proceeds from Issue of Equity Shares - 5.87 - - - 1,127.29
Merger Expenses charged directly to Reserves - - (1.94) - (5.43) -
Share Issue Expenses charged directly to Reserves - - - - - (62.61)
Repayment of Short Term Borrowings (4,749.75) (11,406.59) (6,192.16) (39.13) (350.00) (1,402.15)
Proceeds from Short Term Borrowings 5,315.08 4,749.75 11,368.64 2,065.82 1,258.03 892.10
Repayment of Long Term Borrowings (4.49) (37.74) (683.11) (1,602.70) (501.53) -
Proceeds from Long Term Borrowings - 67.07 750.00 680.00 1,100.00 1,000.00
Finance Cost (82.63) (715.17) (892.48) (659.39) (405.89) (490.61)
Dividend Paid - - (410.06) (705.61) (251.25) -
Net Cash Flow from Financing Activities 478.21 (7,336.81) 3,855.41 (380.93) 801.23 1,064.02
Net increase in Cash and Cash equivalents (204.96) 179.07 76.33 (1,012.95) 915.72 26.35
Cash and Cash equivalents (Opening balance) 373.72 194.65 118.32 1,131.27 209.72 183.37

Goldmuhor Agrochem & Feeds Limited - - - - 4.51 -
Cash and Cash equivalents (Closing balance) 168.76 373.72 194.65 118.32 1,131.27 209.72
365
1. The above cash flow statement has been prepared under the indirect method as set out in Indian Accounting standard 7 Statement of Cash Flows notified u/s 133 of Companies Act, 2013 ('Act') read with Rule 4 of the
Companies (Indian Accounting Standards ) Rules 2015 and the relevant provisions of the Act.
The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Financial information appearing in Annexure VI and Statement of
adjustments to Audited Financial Statement appearing in Annexure VII.

DIN: 00066195 DIN: 00294803
Koosai Lehery
Partner
Membership Number: 112399 S. VARADARAJ VIVEK RAIZADA
Mumbai, September 11, 2017 Chief Financial Officer Company Secretary
ICAI Memb. No. 047959 ICSI Memb. No. ACS11787
366
Annexure V : Basis of preparation and Significant Accounting Policies
Notes to the Restated Standalone Financial Information
1. Basis of preparation
The Restated Standalone Statement of Assets and Liabilities of Godrej Agrovet Limited as at June 30, 2017 and as at March
31, 2017, 2016, 2015, 2014, and 2013, the Restated Standalone Statement of Profit and Loss, the Restated Standalone
Statement of Changes in Equity and the Restated Standalone Statement of Cash flows for the quarter ended June, 30, 2017
and years ended 2017, 2016, 2015, 2014, and 2013 and Restated Other Standalone Financial Information (together referred
as Restated Standalone Financial Information) has been prepared under Indian Accounting Standards ('Ind AS') notified
under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 to the
extent applicable. The Restated Standalone Financial Information have been compiled by the Company from:
1) The Audited Standalone Financial Statements of the Company for the years ended March 31, 2015, 2014 and 2013
(Audited Standalone Financial Statements) prepared under previous generally accepted accounting principles followed
in India (Previous GAAP or Indian GAAP). The Restated Standalone Financial Information for these years along with
respective underlying schedules and notes are Proforma Ind AS Restated Standalone Financial Information, as per
the Guidance note on Reports in Company Prospectus, issued by Institute of Chartered Accountants of India; and
2) The Audited Standalone Financial Statement of the Company for the quarter ended June 30, 2017 and years ended
March 31, 2017 and 2016 prepared under Ind AS (for the year ended March 31, 2016, it is in accordance with Ind AS
being comparative period for year ended March 31, 2017).
The interim standalone financial statements for the quarter ended 30 June 2017 have been prepared in accordance with the
recognition and measurement criteria laid down in Ind AS 34 Interim Financial Reporting notified under Section 133 of
the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015 as amended by Companies
(Indian Accounting Standards) (Amendment) Rules, 2016 and other relevant provisions of the Act, as applicable.
In accordance with Ind AS 101 First-time Adoption of Indian Accounting Standard, the Company has presented a
reconciliation from the presentation of Restated Standalone Financial Information under Accounting Standards notified
under the Companies (Accounting Standards) Rules, 2006 (Previous GAAP or Indian GAAP) to Ind AS of Restated
Standalone Shareholders equity as at March 31, 2016, 2015, 2014, 2013 and of the Restated Standalone Statement of profit
and loss for the years ended March 31, 2016, 2015, 2014 and 2013.
The Restated Standalone Financial Information have been prepared by the management in connection with the proposed
listing of equity shares of the Company by way of an issue of fresh equity shares and offer for sale by the selling
shareholders, to be filed by the Company with the Securities and Exchange Board of India, Registrar of Companies,
Mumbai and the concerned Stock Exchange in accordance with the requirements of:
a) Section 26 read with applicable provisions within Rules 4 to 6 of the Companies (Prospectus and Allotment of Securities)
Rules, 2014 to the Companies Act, 2013;
b) The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 issued by the Securities and Exchange
Board of India ("SEBI") on August 26, 2009, as amended to date in pursuance of provisions of Securities and Exchange
Board of India Act, 1992 read along with SEBI circular No. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016
(together referred to as the SEBI regulations) and
c) Guidance note on reports in Company prospectuses (revised 2016) issued by the Institute of Chartered Accountants of
India.
These Restated Standalone Financial Information have been compiled by the Company from the Audited Standalone
Financial Statements and:
there were no audit qualifications on these Restated Standalone financial statements except for the quarter ended June 30,
2017 and year ended March 31, 2017,
there were no changes in accounting policies under Previous GAAP during the years of these financial statements,
material amounts relating to adjustments for previous years in arriving at profit/loss of the years to which they relate,
have been appropriately adjusted,
adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring
them in line with the groupings as per the audited Standalone financial statements of the Company as at and for the
quarter ended June 30, 2017 prepared under Ind AS and the requirements of the SEBI Regulations, and
367
the resultant tax impact on above adjustments has been appropriately adjusted in deferred taxes in the respective
periods which they relate.
(i) Historical cost convention
The Restated Standalone financial information have been prepared on a historical cost basis, except for the
following:
certain financial assets and liabilities (including derivative instruments) that are measured at fair value (refer-
Accounting policy regarding financials instruments);
asset held for sale and biological Assets measured at fair value less cost to sell;
defined benefit plans plan assets measured at fair value less present value of defined benefit obligation; and
share-based payments
(ii) Functional and presentation currency
These restated standalone financial information are presented in Indian rupees, which is the Companys functional
currency. All amounts have been rounded off to the nearest million, unless otherwise indicated.
2. General information
Godrej Agrovet Ltd. ("the Company") is a public limited company, which is domiciled and incorporated in the Republic of
India with its registered office situated at 3rd Floor, Godrej One, Pirojshanagar, Vikhroli (East), Mumbai 400 079. The
Company, an erstwhile division of Godrej Soaps Limited was incorporated under the Companies Act, 1956 on November
25, 1991. The Company is a diversified agribusiness company and its principal activities include manufacturing and
marketing of high quality animal feed, innovative agricultural inputs and palm oil & allied products.
3. Key estimates and assumptions
While preparing the Restated standalone financial statements in conformity with Ind AS, the management has made certain
estimates and assumptions that require subjective and complex judgments. These judgments affect the application of
accounting policies and the reported amount of assets, liabilities, income and expenses, disclosure of contingent liabilities at
the restated statement of assets and liabilities and the reported amount of income and expenses for the reporting period.
Future events rarely develop exactly as forecasted and the best estimates require adjustments, as actual results may differ
from these estimates under different assumptions or conditions.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized
prospectively.
Judgement, estimates and assumptions are required in particular for:
Determination of the estimated useful lives
Useful lives of property, plant and equipment are based on the life prescribed in Schedule II of the Companies Act,
2013. In cases, where the useful lives are different from that prescribed in Schedule II and in case of intangible assets,
they are estimated by management based on technical advice, taking into account the nature of the asset, the estimated
usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes,
manufacturers warranties and maintenance support.
Recognition and measurement of defined benefit obligations
The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial
assumptions include discount rate, trends in salary escalation, actuarial rates and life expectancy. The discount rate is
determined by reference to market yields at the end of the reporting period on government bonds. The period to
maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations. Due
to complexities involved in the valuation and its long term nature, defined benefit obligation is sensitive to changes in
these assumptions. All assumptions are reviewed at each reporting period.
368
Recognition of deferred tax assets
Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the
carrying values of assets and liabilities and their respective tax bases, and unutilized business loss and depreciation
carry-forwards and tax credits. Deferred tax assets are recognized to the extent that it is probable that future taxable
income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-
forwards and unused tax credits could be utilized.
Recognition and measurement of other provisions
The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of
resources, and on past experience and circumstances known at the closing date. The actual outflow of resources at a
future date may therefore, vary from the amount included in other provisions.
Discounting of long-term financial assets / liabilities
All financial assets / liabilities are required to be measured at fair value on initial recognition. In case of financial
liabilities/assets which are required to subsequently be measured at amortised cost, interest is accrued using the
effective interest method.
Fair valuation of employee share options
The fair valuation of the employee share options is based on the Black-Scholes model used for valuation of options.
Key assumptions made with respect to expected volatility includes share price, expected dividends and discount rate,
under this option pricing model.
Determining whether an arrangement contains a lease
At inception of an arrangement, the Company determines whether the arrangement is or contains a lease.
At inception or on reassessment of an arrangement that contains a lease, the Company separates payments and other
consideration required by the arrangement into those for the lease and those for other elements on the basis of their
relative fair values. If the Company concludes for a finance lease that it is impracticable to separate the payments
reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset;
subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised
using the Companys incremental borrowing rate. And in case of operating lease, treat all payments under the
arrangement as lease payments.
Rebates and sales incentives
Rebates are generally provided to distributors or customers as an incentive to sell the Companys products. Rebates are
based on purchases made during the period by distributor / customer. The Company determines the estimates of rebate
accruals primarily based on the contracts entered into with their distributors / customers and the information received
for sales made by them.
Fair value of financial instruments
Derivatives are carried at fair value. Derivatives includes foreign currency forward contracts and commodity. Fair
value of foreign currency forward contracts are determined using the fair value reports provided by respective bankers.
Biological Assets
Management uses inputs relating to production and market prices in determining the fair value biological assets.
369
4. Measurement of fair values
The Companys accounting policies and disclosures require the measurement of fair values for, both financial and non-
financial assets and liabilities.
The Company has an established control framework with respect to the measurement of fair values. The management
regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker
quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained from the third
parties to support the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value
hierarchy in which such valuations should be classified.
When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as
possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows.
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then
the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input
that is significant to the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which
the change has occurred.
5. Significant accounting policies
A. Revenue
i. Sale of goods
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and
allowances, trade discounts and volume rebates. Revenue is recognised when significant risks and rewards of ownership in
the goods are transferred to the buyer as per the terms of contracts and no significant uncertainty exists regarding the amount
of the consideration that will be derived from the sale of the goods.
ii. Dividend income
Dividend income is recognised only when the right to receive the same is established, it is probable that the economic
benefits associated with the dividend will flow to the Company, and the amount of dividend can be measured reliably.
iii. Interest income
For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR),
which is the rate that discounts the estimated future cash payments or receipts through the expected life of the financial
instruments or a shorter period, where appropriate, to the net carrying amount of the financial assets. Interest income is
included in other income in the restated standalone statement of profit or loss.
370
B. Foreign currency
i. Transactions and balances
Transactions in foreign currencies are translated into the respective functional currencies of the Company at the exchange
rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the
transaction.
Foreign currency transactions are recorded on initial recognition in the functional currency, using the exchange rate at the
date of the transaction. At each closing date, foreign currency monetary items are reported using the closing exchange rate.
Exchange differences that arise on settlement of monetary items or on reporting at each closing date of the Company's
monetary items at the closing rate are recognized as income and expenses in the period in which they arise.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rates at the dates of transactions. Non-monetary items that are measured at fair value in a foreign currency shall be translated
using the exchange rates at the date when the fair value was measured.
Exchange differences are generally recognised in profit or loss, except exchange differences arising from the translation of
the following item which are recognized in OCI:
- Qualifying cash flow hedges to the extent that the hedges are effective.
C. Employee benefits
i. Short term employee benefits
All employee benefits payable wholly within twelve months of rendering services are classified as short-term employee
benefits. Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the
amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of
past service provided by the employee and the obligation can be estimated reliably. The Company has a scheme of
Performance Linked Variable Remuneration (PLVR) which rewards its employees based on either Economic Value Added
(EVA) or Profit before tax (PBT). The PLVR amount is related to actual improvement made in either EVA or PBT over the
previous year when compared with expected improvements.
Short-term benefits such as salaries, wages, short-term compensation absences, etc., are determined on an undiscounted
basis and recognized in the period in which the employee renders the related service.
ii. Defined contribution plans
Obligations for contributions to defined contribution plans such as Provident Fund and Family pension maintained with
Regional Provident Fund Office are expensed as the related service is provided.
iii. Defined benefit plans
The following post employment benefit plans are covered under the defined benefit plans:
Provident Fund Contributions other than those made to the Regional Provident Fund Office of the Government which
are made to the Trust administered by the Company.
The Company's contribution to the Provident Fund Trust as established by the Company, is also considered as a
Defined Benefit Plan because, as per the rules of Company's Provident Fund Scheme, 1952, if the return on investment
is less or for any other reason, then the deficiency shall be made good by the Company.
The Companys net obligation in respect of defined benefit plans is calculated separately for each plan by estimating
the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and
deducting the fair value of any plan assets.
371
Gratuity Fund
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The Gratuity Plan
provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment,
of an amount based on the respective employee's salary and the tenure of employment with the Company. The
calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit
method. When the calculation results in a potential asset for the Company, the recognised asset is limited to the present
value of economic benefits available in the form of any future refunds from the plan or reductions in future
contributions to the plan.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognized in the period in which they occur, directly in other comprehensive income (OCI).
iv. Other long-term employee benefits
Liability toward Long-term Compensated Absences is provided for on the basis of an actuarial valuation, using the Projected
Unit Credit Method, as at the date of the Balance Sheet. Actuarial gains / losses comprising of experience adjustments and
the effects of changes in actuarial assumptions are immediately recognised in the Restated Standalone Statement of Profit
and Loss.
v. Terminal Benefits:
All terminal benefits are recognized as an expense in the period in which they are incurred.
D. Income Tax
Income tax expense comprises current and deferred tax. It is recognised in net profit in the statement of profit or loss except
to the extent that it relates to a business combination, or items recognised directly in equity or in the OCI.
i. Current tax
Current tax is the amount of tax payable (recoverable) in respect of the taxable profit / (tax loss) for the year determined in
accordance with the provisions of the Income-Tax Act, 1961. Current income tax for current and prior periods is recognized
at the amount expected to be paid to or recovered from the tax authorities, using tax rates and tax laws that have been
enacted or substantively enacted at the reporting date.
Current tax assets and liabilities are offset only if, the Company:
a) has a legally enforceable right to set off the recognised amounts; and
b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
ii. Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination
and that affects neither accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries and associates to the extent that the Company is able to
control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the
foreseeable future; and
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the
extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be
realised; such reductions are reversed when the probability of future taxable profits improves. Unrecognized deferred tax
assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable
profits will be available against which they can be used.
372
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date. Taxes relating to items recognized directly in equity or OCI is recognized in equity or OCI.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company
expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the
same taxable entity.
E. Inventories
Inventories are carried in the Restated Standalone Statement of Assets and Liabilities as follows:
(a) Raw materials, Packing materials, Stock in Trade and Stores & Spares: At lower of cost, on weighted average basis and
net realisable value.
(b) Work-in-progress-Manufacturing: At lower of cost of materials, plus appropriate production overheads and net
realisable value.
(c) Finished Goods-Manufacturing: At lower of cost of materials, plus appropriate production overheads and net realisable
value.
The cost of inventories have been computed to include all cost of purchases, cost of conversion and other related costs
incurred in bringing the inventories to the present location and condition. Slow and non-moving material, obsolescence,
defective inventories are duly provided for and valued at net realizable value. Goods and materials in transit are valued
at actual cost incurred upto the date of balance sheet. Materials and supplies held for use in the production of
inventories are not written down if the finished products in which they will be used are expected to be sold at or above
cost.
F. Property, plant and equipment

i. Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment
losses, if any.
The cost of an item of property, plant and equipment comprises:
a) its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and
rebates.
b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of
operating in the manner intended by management.
c) the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the
obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item
during a particular period for purposes other than to produce inventories during that period.
Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition
necessary for it to be capable of operating in the manner intended by management, are recognised in the Restated standalone
statement of profit or loss.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted and
depreciated for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in the Restated standalone statement
of profit or loss.
373
On transition to Ind AS, the Company has elected to continue with the carrying value of all if its property, plant and
equipment as recognized as at April 01, 2015 measured as per the previous GAAP and use that carrying value as the deemed
cost of the property, plant and equipment.
ii. Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure
will flow to the Company.
iii. Depreciation/ Amortizations

Depreciation on tangible fixed assets is provided in accordance with the provisions of Schedule II of the Companies Act
2013, on Straight Line Method. Depreciation on additions / deductions is calculated on pro rata basis from/up to the month
of additions/deductions. The estimated useful lives, residual values and depreciation method are reviewed at the end of each
reporting period, with the effect of any changes in estimate accounted for on a prospective basis. In case of the following
category of property, plant and equipment, the depreciation has been provided based on the technical specifications, external
& internal assessment, requirement of refurbishments and past experience of the remaining useful life which is different
from the useful life as specified in Schedule II to the Act:
(a) Plant and Machinery: - 20 Years
(b) Computer Hardware:

Depreciated over its estimated useful life of 4 years.
(c) Leasehold Land:

Amortized over the primary lease period.
(d) Leasehold improvements:

Amortised over the Primary lease period or 16 years whichever is less
(e) Tree Development Cost:

Amortised over a period of 15 years
Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase/acquisition.
G. Borrowing costs
Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset that necessarily takes a
substantial period of time to get ready for its intended use are capitalised as part of the cost of that asset till the date it is
ready for its intended use or sale. Other borrowing costs are recognised as an expense in the period in which they are
incurred.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Borrowing cost also includes exchange difference to the extent regarded as an adjustment to the borrowing costs.
H. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker.
374
I. Intangible assets
Recognition and measurement
Intangible assets are recognized when it is probable that the future economic benefits that are attributable to the assets will
flow to the Company and the cost of the asset can be measured reliably.
Intangible assets viz. Technical Know-how fees, Grant of Licenses and Computer software, which are acquired by the
Company and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment
losses, if any.
The cost of intangible assets at 1 st April 2015, the Companys date of transition to Ind AS, was determined with reference to
its carrying value at that date.
Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line
method over their estimated useful lives, and is generally recognised in the restated statement of profit or loss, except in the
case of certain intangibles, as per the provisions of various schemes of amalgamation.
The intangible assets are amortised over the estimated useful lives as given below:
- Grant of licenses : 10 years

- Computer Software : 6 years
- Technical Know-how of a capital nature : 6 years
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
J. Research and Development Expenditure
Research Expenditure:
Revenue expenditure on research & development is charged to the Restated Standalone Statement of Profit and Loss of the
year in which it is incurred.
Capital expenditure incurred during the period on research & development is accounted for as an addition to property, plant
& equipment.
K. Share-based payments:
a. Employees of the Company receive remuneration in the form of share-based payments, whereby employees render
services as consideration for equity instruments.
b. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an
appropriate valuation model.
c. That cost is recognised, together with a corresponding increase in share-based payment reserves in equity, over the
period in which the performance and/or service conditions are fulfilled. The cumulative expense recognised for
equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Companys best estimate of the number of equity instruments that will ultimately vest.
d. When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the
terms had not been modified, if the original terms of the award are met. An additional expense is recognised for
any modification that increases the total fair value of the share-based payment transaction, or is otherwise
beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or
by the counterparty, any remaining element of the fair value of the award is expensed immediately through the
Restated Standalone Statement of Profit or Loss.
375
e. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted
earnings per share.
L. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity. Financial instruments also include derivative contracts such as foreign currency forward
contracts.
Financial instruments also covers contracts to buy or sell a non-financial item that can be settled net in cash or another
financial instrument, or by exchanging financial instruments, as if the contracts were financial instruments, with the
exception of contracts that were entered into and continue to be held for the purpose of the receipt or delivery of a non-
financial item in accordance with the entitys expected purchase, sale or usage requirements.
Derivatives are currently recognized at fair value on the date on which the derivative contract is entered into and are
subsequently re-measured to their fair value at the end of each reporting period.
i. Financial assets
Classification
The Company classifies its financial assets in the following measurement categories:
Where assets are measured at fair value, gains and losses are either recognized entirely in the Restated Standalone
Statement of Profit and Loss (i.e. fair value through profit or loss), or recognized in Other Comprehensive Income (i.e.
fair value through other comprehensive income).
A financial asset that meets the following two conditions is measured at amortized cost (net of any write down for
impairment) unless the asset is designated at fair value through profit or loss under the fair value option.
Business model test: The objective of the Companys business model is to hold the financial asset to collect the
contractual cash flows (rather than to sell the instrument prior to its contractual maturity to realize its fair value
changes).
Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
Initial recognition & measurement
At initial recognition, the Company measures a financial asset at fair value plus, in the case of a financial asset not recorded
at fair value through the Restated Standalone Statement of Profit or Loss, transaction costs that are attributable to the
acquisition of the financial asset.
All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading
are classified as at FVTPL. For all other equity instruments, the Company decides to classify the same either as at FVOCI
or FVTPL. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial
recognition and is irrevocable.
If the Company decides to classify an equity instrument as FVOCI, then all fair value changes on the instrument,
excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to profit and loss, even on
sale of investment. However, the Company may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the
Restated Standalone Statement of Profit and Loss.
376
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is
primarily derecognised (i.e. removed from the Companys Restated Standalone Statement of Assets and Liabilities) when:
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a pass-through arrangement; and either (a) the
Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred
nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the
Company continues to recognise the transferred asset to the extent of the Companys continuing involvement. In that
case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured
on a basis that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum amount of consideration that the Company could be required to
repay.
In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of
impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, and bank balance.
b) Trade receivables - The application of simplified approach does not require the Company to track changes in credit
risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its
initial recognition. Trade receivables are tested for impairment on a specific basis after considering the sanctioned
credit limits, security like letters of credit, security deposit collected etc. and expectations about future cash flows.
ii. Financial liabilities
Classification
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
The Company classifies all financial liabilities as subsequently measured at amortised cost, except for financial liabilities at
fair value through the Standalone Statement of Profit and Loss. Such liabilities, including derivatives that are liabilities, shall
be subsequently measured at fair value.
Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable and incremental transaction cost.
377
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the Restated standalone statement of profit and
loss.
The Companys financial liabilities include trade and other payables, loans and borrowings including bank overdrafts,
financial guarantee contracts and derivative financial instruments.
Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the
holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a
debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction
costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the
amount of loss allowance determined as per impairment requirements of Ind-AS 109 and the amount recognised less
cumulative amortisation.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the restated
standalone statement of profit and loss.
Financial assets and financial liabilities are offset and the net amount is reported in the Restated Standalone Statement of
Assets and Liabilities if there is a currently enforceable legal right to offset the recognised amounts and there is an intention
to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
The Company uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its
foreign currency risks and interest rate risks respectively. Such derivative financial instruments are initially recognised at
fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value.
Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is
negative.
M. Provisions, contingent liabilities and contingent assets
Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation.
The expenses relating to a provision is presented in the Restated Standalone Statement of Profit and Loss net of any
reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows
specific to the liability. The unwinding of the discount is recognised as finance cost.
A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the
contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognises
any impairment loss on the assets associated with that contract.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but will
probably not, require an outflow of resources. When there is a possible obligation of a present obligation in respect of which
the likelihood of outflow of resources is remote, no provision disclosure is made.
378
A contingent asset is not recognised but disclosed in the restated standalone financial statements where an inflow of
economic benefit is probable.
Commitments includes the amount of purchase order (net of advance) issued to parties for completion of assets.
Provisions, contingent assets, contingent liabilities and commitments are reviewed at each closing date.
N. Cash flow hedges that qualify for hedge accounting
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
recognized in the other comprehensive income in cash flow hedging reserve within equity, limited to the cumulative change
in fair value of hedged item on a present value basis from the inception of hedge. The gain or loss relating to the ineffective
portion is recognized immediately in profit or loss.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss.
O. Leases
In determining whether an arrangement is, or contains a lease is based on the substance of the arrangement at the inception
of the lease. The arrangement is, or contains, a lease date if fulfillment of the arrangement is dependent on the use of a
specific asset or assets and the arrangement conveys a right to use the asset, even if that right is not explicitly specified in the
arrangement.
i. Lease payments
Payments made under operating leases are recognised in the Restated Standalone Statement of Profit and Loss on a straight
line basis over the term of the lease unless such payments are structured to increase in line with expected general inflation to
compensate for the lessors expected inflationary cost increase.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the
outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant
periodic rate of interest on the remaining balance of the liability.
ii. Lease assets
Assets held by the Company under leases that transfer to the Company substantially all of the risks and rewards of
ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their
fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted
for in accordance with the accounting policy applicable to that asset.
Assets held under other leases are classified as operating leases and are not recognised in the Companys restated statement
of assets and liabilities.
P. Impairment of non-financial assets
The carrying values of assets/cash generating units at each balance sheet date are reviewed for impairment if any indication
of impairment exists. If the carrying amounts of the assets exceed the estimated recoverable amount, an impairment is
recognised for such excess amount.
The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting
the future cash flows to their present value based on an appropriate discount factor that reflects current market assessments
of the time value of money and the risk specific to the asset.
When there is indication that an impairment loss recognised for an asset (other than goodwill) in earlier accounting periods
which no longer exists or may have decreased, such reversal of impairment loss is recognised in the Restated Standalone
Statement of Profit and Loss, to the extent the amount was previously charged to the Restated Standalone Statement of
Profit and Loss. In case of goodwill, such reversal is not recognised.
379
Q. Cash and cash equivalents

Cash and cash equivalent in the Restated Standalone Statement of Assets and Liabilities comprise cash at banks and on hand
and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of
changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined
above, net of outstanding bank overdrafts as they are considered an integral part of the Companys cash management.
R. Government Grants
Grants are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be
complied with.
When the grant relates to an asset, the cost of the asset is shown at gross value and grant thereon is treated as a deferred
grant which is recognized as income in the Restated Standalone Statement of Profit and Loss over the period and in
proportion in which depreciation is charged.
Revenue grants are recognized in the Restated Standalone Statement of Profit and Loss in the same period as the related cost
which they are intended to compensate are accounted for.
S. Construction contracts
When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable,
contract revenue is recognized over the period of the contract by reference to the stage of completion.
Contract costs are recognized as expenses by reference to the stage of completion of the contract activity at the end of the
reporting period. When it is probable that total contract costs will exceed total contract revenue, the expected loss is
recognized immediately.
When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized only to the extent
of contract costs incurred that are likely to be recoverable.
Variations in contract work, claims and incentive payments are included in contract revenue to the extent that may have
been agreed with the customer and are capable of being reliably measured.
Measurement of construction contract revenue and expense:

The Company uses the percentage-of-completion method to determine the appropriate amount to recognize in a given
period. The stage of completion is measured by reference to the contract costs incurred up to the end of the reporting period
as a percentage of total estimated costs for each contract. Costs incurred in the year in connection with future activity on a
contract are excluded from contract costs in determining the stage of completion.
T. Earnings Per Share (EPS)

The basic Earnings Per Share (EPS) is computed by dividing the net profit / (loss) after tax for the year attributable to the
equity shareholders by the weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, net profit/(loss) after tax for the year attributable to the equity
shareholders and the weighted average number of equity shares outstanding during the year are adjusted for the effects of all
dilutive potential equity shares.
U. Biological assets
Biological assets are measured at fair value less costs to sell, with any change therein being recognized in the Restated
Standalone Statement of Profit and Loss.
380
Annexure VI - Notes to Restated Standalone Financial Information
Note - 2 Property, plant and equipment
(Rs. in million)
Tree
Freehold Leasehold Plant and Furniture and Office & Others Leasehold Livestock used Research
Buildings Vehicles Development Total
Land Land Machinery Fixtures Equipment Improvements for R&D Center
Cost
PARTICULARS
Cost as at April 1, 2017 355.08 307.26 2,553.43 4,022.79 77.18 237.87 190.37 8.05 10.90 4.57 0.01 7,767.51
Additions - - 15.42 190.33 4.45 11.65 8.07 - 7.63 - - 237.55
Disposals - - (0.05) (4.10) (0.01) (9.06) (0.16) - - - - (13.38)
Depreciation charge during the quarter - 1.21 23.04 88.60 1.99 7.86 6.70 - 0.60 0.12 - 130.12
Disposals - - (0.00) (0.55) (0.00) (2.12) (0.03) - - - - (2.70)
Net carrying amount as at June 30, 2017 355.08 300.00 2,378.75 3,525.72 65.48 185.10 147.29 - 16.39 3.71 0.01 6,977.53

Cost as at April 1, 2016 337.16 307.26 2,358.97 3,665.04 65.92 180.19 143.10 8.05 2.90 4.58 0.07 7,073.24
Additions 80.04 - 194.48 366.35 13.78 70.85 48.10 - 8.00 0.56 - 782.16
Disposals (62.12) - (0.02) (8.60) (2.52) (13.17) (0.83) - - (0.57) (0.06) (87.89)
Disposals - - (0.00) (4.07) (0.57) (3.66) (0.60) - - (0.08) - (8.98)
Net carrying amount as at March 31, 2017 355.08 301.21 2,386.42 3,427.54 63.03 188.25 146.05 - 9.36 3.83 0.01 6,880.78

Deemed Cost as at April 1, 2015 331.31 137.01 1,236.17 3,109.35 24.20 151.79 89.67 8.05 1.75 4.45 0.08 5,093.83
Additions 11.09 170.25 1,129.25 565.23 42.25 35.30 54.16 - 1.15 1.15 - 2,009.83
Disposals (5.24) - (6.45) (9.54) (0.53) (6.90) (0.73) - - (1.02) (0.01) (30.42)
Disposals - - (0.31) (0.91) (0.09) (0.58) (0.16) - - (0.05) - (2.10)
381
Tree
Cost
PARTICULARS

Cost as at April 1, 2014 Proforma 318.19 105.75 1,054.68 3,055.49 27.72 86.17 68.23 14.92 2.28 - 0.13 4,733.56
Additions 13.12 35.55 316.03 650.73 11.51 104.60 53.65 - 0.05 4.66 - 1,189.90
Disposals - - (4.74) (15.83) (0.66) (8.22) (0.75) - (0.29) - (0.05) (30.54)
Accumulated depreciation as at April 1, 2014 Proforma - 2.77 72.06 339.54 10.69 15.14 16.69 5.72 0.18 - 0.01 462.80
Depreciation charge during the year - 1.52 58.81 251.38 4.30 19.15 15.28 1.15 0.40 0.21 0.02 352.22
Disposals - - (1.08) (9.83) (0.61) (3.52) (0.52) - (0.29) - (0.03) (15.88)
Year ended March 31, 2014 - Proforma

Cost as at April 1, 2013 262.85 104.94 724.60 1,751.82 21.50 60.48 57.24 14.92 1.11 - 0.17 2,999.63
Taken over 25.29 0.48 13.87 43.15 0.42 0.50 1.88 - - - - 85.59
Additions 34.87 0.33 317.33 1,274.22 6.00 31.99 9.87 - 1.24 - 1,675.85
Disposals (4.82) - (1.12) (13.70) (0.20) (6.80) (0.76) - (0.07) - (0.04) (27.51)
Closing Gross Block 318.19 105.75 1,054.68 3,055.49 27.72 86.17 68.23 14.92 2.28 - 0.13 4,733.56
Depreciation charge during the year - 1.34 39.23 187.85 7.91 9.76 9.29 1.75 0.15 - - 257.28
Taken over - 0.10 8.04 26.08 0.39 0.21 0.62 - - - - 35.44
Disposals - - (0.15) (4.34) (0.03) (1.72) (0.02) - (0.07) - - (6.33)

Deemed Cost as at April 1, 2012 - Proforma 226.34 104.94 314.12 812.92 17.19 42.95 39.84 14.92 0.07 - 0.13 1,573.42
Additions 36.51 - 410.48 944.87 4.36 22.54 17.95 - 1.04 - 0.04 1,437.79
Disposals - - - (5.97) (0.05) (5.01) (0.55) - - - - (11.58)
Closing Gross Block 262.85 104.94 724.60 1,751.82 21.50 60.48 57.24 14.92 1.11 - 0.17 2,999.63
Disposals - - - (1.06) - (0.54) (0.03) - - - - (1.63)
382
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as at April 1, 2015 measured as per the previous Indian GAAP and use that carrying value as the deemed cost of the property, plant and equipment.
The Company has followed the same accounting policy choice as initially adopted on transition date i.e. April 1, 2015 while preparing Restated schedule for the years ended March 31, 2015, March 31, 2014, March 31, 2013 and March 31, 2012.
Deemed cost as on 1 April 2015 (Rs. In million)
Tree
Cost
PARTICULARS
Gross Block as on 1 April 2015 331.31 143.43 1,452.65 4,149.12 54.79 190.22 133.35 41.48 2.91 4.66 1.58 6,505.50
Accumulated Depreciation till 1 April 2015 - 6.42 216.48 1,039.77 30.59 38.43 43.68 33.43 1.16 0.21 1.50 1,411.67
Net Block treated as Deemed cost upon transition 331.31 137.01 1,236.17 3,109.35 24.20 151.79 89.67 8.05 1.75 4.45 0.08 5,093.83
Deemed cost as on 1 April 2012 - Proforma (Rs. In million)
Tree
Cost
PARTICULARS
Gross Block as on 1 April 2012 226.34 107.13 409.29 1,303.80 34.09 61.12 58.31 41.48 2.21 - 1.72 2,245.49
Lesss: Accumulated Depreciation till 1 April 2012 - 2.19 95.17 490.88 16.90 18.17 18.47 26.56 2.14 - 1.59 672.07
Net Block treated as Deemed cost upon transition 226.34 104.94 314.12 812.92 17.19 42.95 39.84 14.92 0.07 - 0.13 1,573.42
2.1: Legal formalities relating to the transfer of title of immovable assets situated at Chennai (acquired as a part of the take over of Agrovet business from Godrej Industries Limited), Hyderabad (as part of the merger of Godrej Plant Biotech Limited), Dhule
(as part of the merger of Goldmohur Foods & Feeds Ltd), Hanuman Jn. (as part of the merger of Golden Feed Products Ltd), Chintampalli (as part of the merger of Godrej Gokarna Oilpalm Limited), Ariyalur & Varanavasi (as part of the merger of Cauvery Oil
Palm Limited) and at Kolkata are being complied with. Stamp duty payable thereon is not presently determinable.
2.2: Figures under Taken over relates to Assets taken over by the company as per the scheme of Arrangement for the demerger of Seeds business of Godrej Seeds and Genetics Limited into Godrej Agrovet Limited during the year March 31, 2016, and as per
the scheme of amalgamation of Goldmuhor Agrochem & Feeds Limited. & Golden Feed Products Limited during the year as at March 31, 2014
383
Note - 3 Intangible assets

(Rs. in million)
Technical Know-
PARTICULARS Computer Software Grant of Licenses Total
how Fees
Cost as at April 1, 2017 63.12 - 170.05 233.17

Additions 0.15 - - 0.15
Closing Gross Block 63.27 - 170.05 233.32
As at April 1, 2017 32.17 - 85.02 117.19
For the quarter 2.73 - 10.63 13.36
Closing Accumulated amortisation 34.90 - 95.65 130.55
Net carrying amount as at June 30, 2017 28.37 - 74.40 102.77

Cost as at April 1, 2016 56.83 - 170.05 226.88

Additions 6.29 - - 6.29
As at April 1, 2016 19.79 - 42.51 62.30
For the year 12.38 - 42.51 54.91
Net carrying amount as at March 31, 2017 30.95 - 85.03 115.98

Deemed Cost as at April 1, 2015 47.94 - 170.05 217.99
Additions 8.89 - - 8.89
For the year 19.79 - 42.51 62.30

Cost as at April 1, 2014 77.43 - 297.58 375.01

Additions 18.55 - - 18.55
As at April 1, 2014 30.52 - 85.02 115.54
For the year 17.52 - 42.51 60.04

Cost as at April 1, 2013 76.64 - 297.58 374.22

Additions 0.79 - - 0.79
As at April 1, 2013 14.14 - 42.51 56.65
For the year 16.38 - 42.51 58.89

Deemed Cost as at April 1, 2012 - Proforma 52.33 - 297.58 349.91
Additions 24.31 - - 24.31
Taken over 14.14 - 42.51 56.65
384
3.1: To give effect to the Order of the Honorable High Court of Judicature at Bombay passed during the year as on March 31, 2012 regarding the scheme of
Amalgamation of Godrej Gokarna Oil Palm Limited & Godrej Oil Palm Limited, the amortisation of Grant of Licenses are charged against the balance in the
General Reserve Account.
3.2: On transition to Ind AS, the Company has elected to continue with the carrying value of all of its Intangible Assets recognised as at April 1, 2015 measured
as per the previous Indian GAAP and use that carrying value as the deemed cost of the Intangible Assets. The Company has followed the same accounting
policy choice as initially adopted on transition date i.e. April 1, 2015 while preparing Restated schedule for the years ended March 31, 2015, March 31, 2014,
March 31, 2013 and March 31, 2012.
Deemed cost as on 1 April 2015 (Rs. In million)

Technical Know-
Computer Software Grant of Licenses
PARTICULARS how Fees Total
Gross Block as on 1 April 2015 119.77 20.00 425.12 564.89
Accumulated Depreciation till 1 April 2015 71.83 20.00 255.07 346.90
Net Block treated as Deemed cost upon transition 47.94 - 170.05 217.99
Deemed cost as on 1 April 2012 - Proforma (Rs. In million)

Technical Know-
Computer Software Grant of Licenses
PARTICULARS how Fees Total
Gross Block as on 1 April 2012 76.12 20.00 425.12 521.24
Accumulated Depreciation till 1 April 2012 23.79 20.00 127.54 171.32
Net Block treated as Deemed cost upon transition 52.33 - 297.58 349.91
385
Note - 4 Biological Assets
A. Reconciliation of carrying amount

Particulars Oil palm saplings Total
Qty. Amount
Balance as at April 1, 2017 6,12,172 46.70 46.70
Add:
Purchases 15,000 0.31 0.31
Production/ Cost of Development 0.55 0.55
Less:
Sales / Disposals (30,457) (2.17) (2.17)
Change in fair value less cost to sell: (0.07) (0.07)
Balance as at June 30, 2017 5,96,715 45.32 45.32

Particulars Oil palm saplings Total
Qty. Amount
Balance as at April 1, 2016 12,05,458 88.68 88.68
Add:
Purchases 60,000 1.24 1.24
Production/ Cost of Development - 4.22 4.22
Less:
Sales / Disposals (6,53,286) (46.58) (46.58)
Change in fair value less cost to sell: - (0.86) (0.86)
Balance as at March 31, 2017 6,12,172 46.70 46.70

Balance as at April 1, 2015 3,25,469 18.13 12,94,667 105.23 123.36
Add:
Purchases 14,013 2.53 4,92,200 17.81 20.34
Production/ Cost of Development 4,88,736 7.69 - 12.02 19.71
Less:
Sales/ Disposals (8,28,218) (30.11) (5,81,409) (45.27) (75.38)
Change in fair value less cost to sell: - 1.76 - (1.11) 0.65

Balance as at April 1, 2014 2,74,280 21.64 20,44,696 156.27 11,486 6.38 184.29
Add:
Purchases 10,563 1.89 1,25,000 2.52 - - 4.41
Production/ Cost of Development 39,73,501 65.90 - 13.42 - - 79.32
Less:
Sales/ Disposals (39,32,875) (68.96) (8,75,029) (61.14) (11,486) (5.92) (136.02)
Change in fair value less cost to sell: - (2.34) - (5.84) - (0.46) (8.64)
Balance as at March 31, 2015 3,25,469 18.13 12,94,667 105.23 - - 123.36
386
March 31, 2014 - Proforma (Rs. in million)
Particulars Note Poultry Oil palm saplings Plant Biotech Total
Balance as at April 1, 2013 1,44,222 12.93 21,19,857 152.11 1,48,617 1.30 166.44
Add:
Purchases 39,682 6.12 11,69,000 59.37 3,465 0.02 65.51
Less:
Change in workin progress - - - - - (6.68) (6.68)
Sales/ Disposals (33,44,190) (62.25) (12,44,161) (85.41) (53,96,333) (45.65) (193.31)
Change in fair value less cost to sell: - 1.28 - (16.76) - (1.92) (17.40)
Balance as at March 31, 2014 2,74,280 21.64 20,44,696 156.27 11,486 6.38 184.29
March 31, 2013 - Proforma (Rs. in million)

Balance as at April 1, 2012 - Proforma 4,24,379 2.12 14,02,388 90.63 3,61,217 2.93 95.68
Add:
Purchases 27,803 4.42 17,11,000 77.45 2,90,486 2.34 84.21
Less:
Change in workin progress - - - - - (2.75) (2.75)
Sales/ Disposals (15,03,883) (38.13) (9,93,531) (72.48) (60,09,516) (40.92) (151.53)
Change in fair value less cost to sell: - 36.96 - 1.42 - (1.80) 36.58
Balance as at March 31, 2013 1,44,222 12.93 21,19,857 152.11 1,48,617 13.75 178.79
The Comapany discontinued the poultry operations in 2015-16 and plant biotech operations in 2014-15.
B. Measuement of Fair value
i. Fair Value hierarchy

The fair value measurements for poultry, oil palm saplings and plant biotech has been categorised as Level 3 fair values based on the inputs to valuation technique used.
ii. Level 3 Fair values

The following table shows a break down of the total gains (losses) recognised in respect of Level 3 fair values-
(Rs. in million)
Particulars - Proforma - Proforma - Proforma
Gain/(loss) included in 'other operating revenue' (0.07) (0.86) 0.65 (8.64) (17.41) 36.59
Change in fair value (realised) (0.07) (1.63) (0.65) (12.04) (29.48) 7.14
Change in fair value (unrealised) 0.00 0.77 1.30 3.40 12.07 29.45
INR 0.00 represents Rs. 689.07 change in fair value (unrealised) of biological assets for the quarter ended June 30, 2017
387
iii. Valuation techniques and significant unobservable inputs
Type Valuation technique Significant

Inter-relationship between
unobservable inputs
significant unobservable inputs
and fair value measurement
Poultry stock - it comprises of parent chicken, eggs Discounted cashflows 1. Estimated price of each component for The estimated fair valuation would
and livebirds parent chicken, eggs, and live birds increase/(decrease) if
2. Discounting is not done considering the - Estimated price of each component of
plan to sell the inventory in less than one poultry stock was higher (lower)
year. - discounting is done for the expected
cashflows
Oil Palm Saplings and Plant biotech- it comprises Cost approach and percentage completion method 1. Estimated cost of completing the stock The estimated fair valuation would
the stock under cultivation under cultivation per sapling/Plantlets increase/(decrease) if
- Estimated cost to complete was lower
(higher)
B. Risk Management strategies related to agricultural activities
The Company is exposed to the following risks relating to its agricultural activities
i. Regulatory and environmental risks

The Company is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other laws.
ii. Supply and demand risks

The Company is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the Company manages this risk by aligning its harvest volume to market supply and
demand. Management performs regular industry trend analyses for projected harvest volumes and pricing.
iii. Climate and other risks

The Company's plantations are exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The Company has extensive processes in place aimed at monitoring and mitigating those risks, including regular
forest health inspections and industry pest and disease surveys.
(Rs. in million)
Profit or (loss)
Cash flow sensitivity (net) 10% increase 10% decrease
June 30, 2017 (0.70) 0.76
March 31,2017 (0.07) 0.08
March 31,2016 (0.56) 0.59
March 31,2015 - Proforma (2.69) (0.14)
March 31,2014 - Proforma (1.65) 5.48
March 31,2013 - Proforma (16.75) 19.51
388
(Rs. in million)
Particulars As at June 30, As at March 31, As at March 31, As at March 31, As at March 31, As at March 31,
2017 2017 2016 2015 2014 2013
Proforma Proforma
Note 5
Non-current investments
A. Investment in subsidiaries, joint ventures and associates
(a) Investment in equity of subsidiaries
Quoted
Astec LifeSciences Limited. 2,361.38 2,340.65 2,106.65 - - -
10,873,336 (March 31, 2017: 10,837,139, March 31, 2016: 10,434,880,
March 31, 2015: Nil, March 31, 2014: Nil, March 31, 2013: Nil) Equity
shares of Rs.10/- each.
Unquoted
Godrej Seeds & Genetics Limited - - 0.54 0.54 0.54 0.50
Nil (March 31, 2017: Nil, March 31, 2016: 54,000, March 31, 2015: 54,000,
March 31, 2014: 54,000, March 31, 2013: 50,000) Equity shares of Rs.10/-
each.
Godvet Agrochem Limited 99.50 99.50 99.50 60.50 0.50 -

9,950,000 (March 31, 2017: 9,950,000, March 31, 2016: 9,950,000, March
31, 2015: 6,050,000, March 31, 2014: 50,000, March 31, 2013: Nil) Equity
Goldmuhor Agrochem and Feeds Limited - - - - 10.51

31, 2014: Nil, March 31, 2013: 50,000) Equity shares of Rs.10/- each.
Creamline Dairy Products Limited. 1,620.72 1,620.72 1,620.72 - - -

5,879,008 (March 31, 2017: 5,879,008, March 31, 2016: 5,879,008) Equity
Golden Feed Products Limited - - - - - 30.50

31, 2014: Nil, March 31, 2013: 3,050,000) Equity shares of Rs.10/- each.
(b) Investment in equity of associates

Unquoted
Polchem Hygiene Laboratories Private Limited - - - 16.28 16.28 16.28
Nil (March 31, 2017: Nil, March 31, 2016: Nil, March 31, 2015: 455,000,
March 31, 2014: 455,000, March 31, 2013: 455,000) Equity Shares of Rs.
10/- each
Al Rahaba International Trading Limited Liability Company 0.43 0.43 0.43 0.43 0.43 0.43
24 (March 31, 2017, March 31, 2016, March 31, 2015 & March 31, 2014 &
March 31, 2013: 24) Equity Shares of AED. 1500/- each
Creamline Dairy Products Limited - - - 103.80 103.80 103.80

(considered as subsidiary from December 21, 2015)
March 31, 2015: 2,671,993, March 31, 2014: 2,671,993 and March 31, 2013 2,671,993
Equity Shares of Rs. 10/- each
Aaadhar Wholesale Trading and Distribution Limited - - - - - 326.70

(Formerly known as Aadhaar Retailing Limited)
31, 2014: Nil and March 31, 2013 6,800,000 Equity Shares of Rs. 10/- each
(c) Investment in equity of joint venture

Unquoted
97,461 (March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014
and March 31, 2013 97,461) Equity Shares of Rs.10/- each
1,850,000 (March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014
March 31, 2013 1,850,000) Equity Shares of Rs.10/- each
2,125 (March 31, 2017 2125, March 31, 2016 1875, March 31, 2015 1,250,
March 31, 2014 875 and March 31, 2013 450) Units of Rs. 1,00,000/- each
5,080.57 5,059.84 4,801.39 1,091.64 994.18 1,318.85

B. Other investments
a. Investments at fair value through profit or loss
Unquoted
Investments in Equity Instruments 0.01 0.01 0.01 - - 2.50

Investment in Limited Liability Partnership - - - 0.05 0.05 0.05
Investments in Co-operative society 0.03 0.03 0.03 0.03 0.03 0.00
b. Investment in Redeemable Preference Shares (Fully paid,

unquoted, valued at cost)
Godvet Agrochem Limited - - - 35.00 - 2.50
0.04 0.04 0.04 35.08 0.08 5.05
TOTAL 5,080.61 5,059.88 4,801.43 1,126.72 994.26 1,323.90
389
(Rs. in million)
Particulars As at June 30, As at March 31, As at March 31, As at March 31, As at March 31, As at March 31,
2017 2017 2016 2015 2014 2013
Proforma Proforma
Note 5.1
Aggregate amount of quoted investment 2,361.38 2,340.65 2,106.65 - - -
Market value of quoted investment 6,118.43 6,539.40 2,062.98 - - -
Aggregate amount of unquoted investments 2,719.24 2,719.24 2,694.77 1,126.72 994.26 1,323.90
Note No. 5.2

Name of subsidiary,associalte and joint ventures - Place of business % of holding % of holding % of holding % of holding % of holding % of holding
1. Godvet Agrochem Limited -Mumbai 100.00 100.00 100.00 100.00 100.00 100.00
2. Godrej Seeds & Genetics Limited -Mumbai - - 90.00 90.00 90.00 100.00
3. Astec Lifescience Limited -Mumbai 55.66 55.54 53.64 - - -
4. Creamline Dairy Products Limited -Hyderabad 51.91 51.91 51.91 26.00 26.00 26.00
5. ACI Godrej Agrovet Private Limited -Dhaka, 50.00 50.00 50.00
50.00 50.00 50.00
Bangladesh
6. Godrej Tyson Foods Limited -Mumbai 49.00 49.00 49.00 49.00 49.00 49.00
24.00 24.00 24.00
7. Al Rahaba International Trading Limited Liability -Abu Dhabi, UAE. 24.00 24.00 24.00
8. Polchem Hygiene Laboratories Private Limited -Mumbai - - 26.00 26.00 26.00 26.00
Classified as current during the year ended March 31,2016
9. Aaadhar wholesale Trading and Distribution Limited -Mumbai - - - - 19.77 19.77
(Formally known as Aadhaar Retailing Limited)
10. Goldmuhor Agrochem and Feeds Limited -Mumbai - - - - - 100.00
11. Golden Feed Products Limited -Mumbai - - - - - 100.00
Investment in units of Omnivore India Capital Trust, a venture capital organization, is considered as a joint venture as the Company participates in the key activities jointly with the Investment Manager.
(Rs. in million)
Particulars As at June 30, As at March 31, As at March 31,
As at March 31, As at March 31, As at March 31,
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 6
Non-current Financial assets- Trade receivables
Unsecured and considered doubtful 103.66 77.78 42.45 20.80 31.79 28.99
Less : Allowances for Doubtful Receivables (103.66) (77.78) (42.45) (20.80) (31.79) (28.99)
TOTAL - - - - - -
(Rs. in million)
2017 As at March 31, As at March 31, As at March 31,
2014 2013
2017 2016 2015
Proforma Proforma
Note 7
Non-current Financial assets- Loans
Unsecured, considered good (unless otherwise stated)
Security deposits
Considered good 101.60 103.88 94.78 97.09 84.88 85.01
Considered doubtful 2.26 2.26 0.76 0.26 0.26 2.30
Less : Allowance for bad and doubtful deposits (2.26) (2.26) (0.76) (0.26) (0.26) (2.30)
Net Deposits 101.60 103.88 94.78 97.09 84.88 85.01
Loan to ESOP Trust of Holding Company - - - - - 109.70

Loans and advances to related parties (Refer Note No.59) - - - - - 19.70
Loan to Employees 4.36 5.12 5.01 3.75 4.10 3.94
TOTAL 105.96 109.00 99.79 100.84 88.98 218.35
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 8
Non-current Financial assets- Others
Claims receivable 14.61 16.05 15.90 15.30 14.67 14.72
Interest accrued but not due on fixed deposits (unsecured) - non -current 0.01 0.52 0.41 0.33 0.01 0.20
Bank Deposit with more than 12 months maturity 1.37 2.36 1.04 2.09 2.74 1.48
Other advances - - - - 0.10 0.05
TOTAL 15.99 18.93 17.35 17.72 17.52 16.45
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 9
Other non-current assets
Capital advances 258.21 100.90 78.29 99.60 80.01 200.56
Balance with Government Authorities 40.18 35.54 32.48 35.17 27.25 0.48
Share Application money pending for Allotment - - - - 60.00 5.00
Others
Considered good 24.24 44.43 28.83 38.76 8.51 7.06
Considered doubtful 1.98 1.98 1.91 1.89 - 6.05
Less : Allowance for bad and doubtful loans and advances (1.98) (1.98) (1.91) (1.89) - (6.05)
TOTAL 322.63 180.87 139.60 173.53 175.77 213.10
390
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 10
Inventories
(Valued at lower of cost and net realizable value)
Raw materials 4,448.73 3,671.50 3,714.89 2,416.09 2,169.21 1,932.79
Raw Materials in Transit - - 20.58 0.24 - 5.78
Work-in-Progress - - - 230.23 40.14 43.32
Finished goods 669.17 650.76 745.38 621.94 440.09 318.92
Project in progress 617.57 607.19 - - - -
Stock-in-Trade 738.32 642.46 580.06 491.91 445.41 253.06
Stock-in-Trade in Transit - - - - - 0.36
Stores and Spares 176.17 158.53 167.49 109.56 92.26 80.61
TOTAL 6,649.96 5,730.44 5,228.40 3,869.97 3,187.11 2,634.84
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 11
Current financial assets- Investments
A. Investment in Equity of associate

Unquoted
Polchem Hygiene Laboratories Private Limited - - 16.28 - - -
March 31, 2016: 455,000 Equity shares of Rs. 10/- each
B. Other investments
Investments at fair value through profit or loss
Investments in Equity Instruments
Quoted
Future Consumer Enterprises Limited - - - 366.11 - -
March 31, 2015: 30,256,870 Equity shares of Rs. 6/- each
TOTAL - - 16.28 366.11 - -
Note 11.1
Aggregate amount of quoted investment - - - 366.11 - -
Market value of quoted investment - - - 366.11 - -
Aggregate amount of unquoted investments - - 16.28 - - -
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 12
Trade receivables
Secured and considered good (Refer Note 12.1) 760.55 754.46 802.50 777.66 632.51 438.06
Unsecured and considered good 5,304.51 3,320.12 2,859.33 1,890.27 1,611.67 1,341.62
TOTAL 6,065.06 4,074.58 3,661.83 2,667.93 2,244.18 1,779.68
Note No. 12.1: Secured by Security Deposits collected from customers or Bank Guarantees held against them.
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 13
Cash and cash equivalents
Balances with Banks:
On Current Accounts 146.47 329.85 168.56 101.33 82.21 130.62
Deposit Account (Maturity less than Three months) - - - - 1,000.00 -
Saving Bank Account of Company's ESOP Trust 13.46 7.72 0.46 0.94 5.41 0.13
Cheques, Drafts on Hand - 29.90 16.58 3.82 33.01 66.81
Cash on hand 8.83 6.25 9.05 12.23 10.64 12.16
TOTAL 168.76 373.72 194.65 118.32 1,131.27 209.72

2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 14
Bank Balances Other Than Cash and Cash Equivalents
Deposit with more than 3 months but less than 12 months maturity 7.91 70.90 67.33 44.53 6.42 6.41
TOTAL 7.91 70.90 67.33 44.53 6.42 6.41
Note No. 14.1: Fixed deposits pledged with Banks for Gurantees issued, during the quarter ended June 30, 2017 and year ended March 31, 2017 is Rs.7.70 Mn, March 31, 2016 Rs.2.72 Mn , March 31, 2015 Rs.
2.65 Mn, March 31, 2014 Rs.2.62 Mn and March 31, 2013 Rs.0.01 Mn.
391
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 15
Current Financial assets- Loans
Unsecured, Considered Good, Unless Otherwise Stated
1. Loans and advances to related parties (Refer Note No. 59)
Loan to ESOP Trust of Holding Company- Considered good 64.54 163.38 556.02 598.59 613.56 512.64
Loan to ESOP Trust of Holding Company- Considered doubtful - - 200.00 200.00 200.00 200.00
Less : Allowances for Doubtful Advance - - (200.00) (200.00) (200.00) (200.00)
Net Loan to ESOP Trust of Holding Company 64.54 163.38 556.02 598.59 613.56 512.64
Intercorporate Deposits 98.85 98.85 716.83 359.03 249.00 185.00
Other Loans and advances to related parties 27.04 26.89 77.87 54.97 62.65 60.40
2. Loans and Advances - Others
Loans and advances to employees 14.15 5.36 5.15 3.57 3.90 2.50
Deposits 6.38 5.82 5.19 4.03 20.16 1.26
Other loans and advances 8.91 43.22 10.38 7.85 1.18 4.96
TOTAL 219.87 343.52 1,371.44 1,028.04 950.45 766.76
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 16
Current Financial assets- Others
Interest Accrued on Inter-Corporate Deposits 2.78 0.67 84.88 54.53 31.53 17.03
Interest on Bank Fixed Deposit 0.60 0.35 0.51 0.40 1.50 -
Interest Accrued on other Deposits 0.19 0.21 0.20 0.19 0.25 -
Non-Trade Receivables 78.96 73.87 388.18 30.84 30.84 -
Others 32.75 32.20 77.68 53.41 45.82 25.33
Derivative Asset - - - - 5.30
TOTAL 115.28 107.30 551.45 139.37 109.94 47.66
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 17
Other current assets
Advances to suppliers 185.74 150.02 107.63 184.94 85.97 255.86
Balance with government authorities 288.68 25.45 46.46 40.51 44.86 20.91
Others 348.86 246.58 161.43 127.67 98.58 72.14
TOTAL 823.28 422.05 315.52 353.12 229.41 348.91
392
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 18
Share Capital
a Authorised :
224,994,000 (March 31, 2017: 224,994,000, March 31, 2016: 99,994,000,
March 31, 2015: 100,000,000, March 31, 2014: 50,150,000, March 31, 2,249.94 2,249.94 999.94 1,000.00 501.50 501.50
2013: 50,150,000) Equity Shares of Rs. 10 each
6000 (as at March 31, 2017: 6,000, March 31 , 2016 6,000)
0.06 0.06 0.06 - - -
Preference shares of the par value of Rs. 10 each
TOTAL 2,250.00 2,250.00 1,000.00 1,000.00 501.50 501.50
b Issued, Subscribed and Paid-up:

185,130,876 (March 31,2017: 185,130,876, March 31,2016 and March 31,
2015: 92,565,438, March 31, 2014 and March 31, 2013: 13,223,634) Equity 1,851.31 1,851.31 925.65 925.65 132.24 132.24
shares of Rs. 10 each fully paid up were issued
TOTAL 1,851.31 1,851.31 925.65 925.65 132.24 132.24
c Reconciliation of number of shares outstanding at the beginning and end of the year :
(Rs. in million)
Equity shares : No. of shares Amount
Outstanding at the beginning of the year as at April 1, 2012 - Proforma 121,18,752 121.19
Equity Shares of Rs.10 each fully paid to V-Sciences Investments Pte Ltd 5,18,118 5.18
Equity Shares of Rs.10/- each fully paid to the Company's ESOP Trust. 5,86,764 5.87
Outstanding as at year ended March 31, 2013 - Proforma 132,23,634 132.24

Outstanding as at year ended March 31, 2014 - Proforma 132,23,634 132.24

Bonus shares issued 793,41,804 793.41
Outstanding as at year ended March 31, 2015 925,65,438 925.65

Outstanding as at year ended March 31, 2016 925,65,438 925.65

Bonus shares issued 925,65,438 925.66
Outstanding as at year ended March 31, 2017 1851,30,876 1,851.31
Issued during the quarter - -

Outstanding as at quarter ended June 30, 2017 1851,30,876 1,851.31
d Rights, preferences and restrictions attached to shares

i
Equity Shares: The Company has one class of Equity shares having a par value of Rs. 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in
proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity
Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.
ii
Preference Shares: The Company has Non-Convertible Redeemable Preference Shares having a par value of Rs. 10 per share and are redeemable after fie yeare from the date of issue . Each eligible Shareholder is
entitled for 8% dividend on par value of shares. In the event of liquidation, Preference Shareholders have preferential right on the asset over Equity Shareholders.
e Shareholders holding more than 5% shares in the company is set out below:
Equity shares No. of shares %

As at June 30, 2017



As at March 31, 2014 - Proforma

As at March 31, 2013 - Proforma

f There are no shares reserved for issue under options.
g There are no calls unpaid on equity shares.
h No equity shares have been forfeited.
393
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 19
Other Equity
Share Premium Account 1,298.99 1,298.99 - - - -
General Reserve 3.92 10.87 37.26 65.84 98.71 200.50
Debenture Redemption Reserve - - 187.50 - - -
Employee Stock Options Outstanding - - 1,061.42 947.76 833.88 720.41
Reserve for employee compensation expenses - - 238.98 352.64 466.52 379.99
Cash Flow hedging reserve - 21.00 - - - -
Retained earnings 6,429.89 5,847.90 4,536.13 3,633.42 3,340.03 2,762.11
Treasury stock - - (5.87) (5.87) (5.87) (5.87)
7,732.80 7,178.76 6,055.42 4,993.79 4,733.27 4,057.14
Share Premium Account

Share Premium Account is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Debenture Redemption Reserve
The Company is required to create a debenture redemption reserve out of the profits which is available for payment of dividend for the purpose of redemption of debentures.
Employee Stock Options Outstanding
The employee share options outstanding account is used to recognise grant date fair value of options issued to employees under the Company's stock option plan.
Reserve for employee compensation expenses

This reserve was created to give effect to the Honorable Bombay High Court's orders dated March 8, 2013 and September 20, 2013 (refer Note no. 49 (d)(iii)). The expenses in respect of the
Company's ESOP scheme will be charged against the Reserve for employee compensation expense.
Cash Flow hedging reserve
The Company uses hedging instruments as part of its management of foreign currency risk associated with foreign currency borrowings. For hedging foreign currency risk, the Company used
foreign currency forward contracts which are designated as cash flow hedges. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the cash
flow hedge reserve. Amounts recognised in the cash flow hedge reserve is reclassified to statement of profit & loss when the hedged item affects the profit & loss.
Treasury stock
Equty share reserve for ESOP Scheme (Refer Note. 40)
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 20
Long term borrowings
Unsecured
Term loans from banks (Refer Note No. 20.1) - - - 681.61 1,607.33 1,003.93
6,000 8% Cumulative Non-convertible Redeemable Preference Shares of the
0.06 0.06 0.06 - - -
par value of Rs.10 each (Refer Note No. 18. d.ii)
Deferred Sales Tax Loan (Refer Note No. 20.2) 26.48 25.82 26.78 39.34 42.44 46.40
Deferred payment liablities (Refer Note No. 20.3) 36.03 41.19 42.07 - - -
TOTAL 62.57 67.07 68.91 720.95 1,649.77 1,050.33
Note. No. 20.1 : During the Financial year 2014-15, Term Loans from Banks are at an Interest Rate of 9.80% to 10.75%. These loans were repayable after 13 months - Rs. 500.00 Mn, after 36 months - Rs. 180.00
Mn.
During the Financial year 2013-14, Term Loans from Banks are at an Interest Rate of 10.20% to 10.50%. These loans are repayable after 13 months - Rs. 450.00 Mn, after 18 months - Rs. 750.00 Mn and after 36
Months - Rs. 400.00 Mn.
During the Financial year 2012-13, Term Loans from Banks are at an Interest Rate of 9.99 % to 10.50%. These loans are repayable after 13 months - Rs. 500.00 Mn and after 18 months - Rs. 500.00 Mn.
Note No. 20.2 : Deferred Sales Tax Loan is availed interest free under the scheme floated by the Directorate of Industries, Government of Andhra Pradesh. Loan repayment shall be performed on an annual basis 14
years from the year of collection, commencing from March 2014 up to March 2021. Total loan availed was Rs. 46.67 Mn, given below schedule shows the outstanding and current maturity for all the periods.
Outstanding Current
Quarter/Year ended
Amount maturity
June 30, 2017 37.68 3.51

March 31, 2017 37.68 3.51
March 31, 2016 39.34 1.66
March 31, 2015 42.44 3.11
March 31, 2014 45.15 2.71
March 31, 2013 46.67 0.27
Note No.20.3: Deferred Loan against acquisition of Lease hold Land is availed at interest rate 14% under the scheme floated by the Directorate of Industries, Government of Uttar Pradesh. Loan repayment shall be
performed on an Six monthly (period) basis 6 years from 1st July 2016 up to 1st Jan 2022. Total loan availed was Rs.61.77 Mn and outstanding for the quarter ended June 30, 2017 was 46.33Mn, year ended March
31, 2017 and March 31, 2016 was Rs.51.48 and Rs.52.36Mn respectively with current maturity disclosed separately in Note no.26
394
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 21
Other non-current financial liabilities
Liability towards beneficiaries of Company's ESOP Trust - - 65.37 44.60 11.15 -
Preference dividend payable (Refer Note No. 21. 1) 0.01 0.01 0.00 - - -
Tax on preference dividend payable (Refer Note No. 21. 1) 0.00 0.00 0.00 - - -
Total 0.01 0.01 65.37 44.60 11.15 -
Note. 21. 1: INR 0.0 represents Preference Dividend payable of Rs.5,996, Rs. 4,799 and Rs. 763 as at June 30, 2017l, March 31, 2017 and March 31, 2016 respectively, corresponding tax on distributed profit
Rs.1,068, Rs.1068 and Rs. 169 provided for quarter ended June 30, 2017, year ended March 31, 2017 and March 31, 2016 respectively.
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 22
Non-current libility- Provision
Provision for employee benefits :
- Provision for gratuity 37.13 - - 1.63 0.81 0.50
Total 71.94 30.96 18.35 15.87 17.16 16.61
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 23
Other non-current liabilities
Deferred grant 132.51 132.53 123.97 72.04 70.86 7.82
Total 132.51 132.53 123.97 72.04 70.86 7.82
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 24
Short term borrowings
Secured
Cash credit from banks (Refer Note 24.1) 22.33 - 208.91 - - -
Unsecured
Term loans from Banks (Refer Note 24.2) 1,292.74 1,706.71 7,113.74 4,511.66 4,513.78 3,705.05
Commercial papers (Refer Note 24.3) 4,000.00 2,750.00 4,000.00 1,250.00 - -
Cash credit (Refer Note 24.1) - 296.43 85.44 362.42 39.13 -
Total 5,315.08 4,753.14 11,408.09 6,124.08 4,552.91 3,705.05
Note No. 24.1: Cash Credit from banks are repayable on demand and carries interest during the quarter ended June 30, 2017: 9.25% to 11.85 %, year ended March 31, 2017: 9.55% to 11.85 %, March 31, 2016:
9.65% to 10.50%, March 31, 2015: 10.35% to 13.65%, March 31, 2014: 10% to 14.75%, March 31, 2013: 10.20% to 14.75%. This cash credit fom Bank is secured against inventories and receivables.
Note No. 24.2: Interest rate on Term Loans from Banks as at quarter ended June 30, 2017 5.96% to 10.50 %, year ended March 31, 2017 : 5.96% to 13.60 %, March 31, 2016: 8.5% to 13.6%, March 31, 2015:
9.25% to 10.25%, March 31, 2014: 8.11% to 10.93% and March 31, 2013: 10.25% to 10.45%.These loans are repayable on different dates upto 3 months from the date of the Financial Statements
Note No. 24.3: Commercial Papers carries interest rate of 6.19% to 6.60% as at quarter ended June 30, 2017, 5.95% to 8.85% as at year ended March 31, 2017, 7.15% to 9.15% as at March 31, 2016 , 8.14% to 9.05%
as at March 31, 2015 .
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 25
Current -Trade Payables
Due to Micro, Small and Medium Enterprises (Refer Note No. 25.1) - - - - 0.43 -
Others 2,978.87 2,180.00 2,073.14 2,040.52 2,263.26 1,818.23
Acceptances 5,871.18 5,281.01 266.77 80.88 30.24 -
Total 8,850.05 7,461.01 2,339.91 2,121.40 2,293.93 1,818.23
Note. No. 25.1 Details of due to Micro, Small and Medium Enterprises
A Principal amount remaining unpaid - - - - 0.43 -
B Interest due thereon - - - - - -
C Interest paid by the company in term of section 16 of the Micro, Small and Medium - - - - - -
Enterprises Development Act, 2006 along with the amount of the payment made
to the suppliers beyond the appointed day during the year
D Interest due and payable for the period of delay in making payment ( which - - - - - -
have been paid but beyond the appointed day during the year) but without adding
the interest specified under Micro, Small and Medium Enterprises Development
Act, 2006
E Interest accrued and remaining unpaid - - - - - -
F Further interest remaining due and payable even in the succeeding years, until such - - - - - -
date when the interest dues as above are actually paid to the small enterprise
395
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 26
Other financial liabilities
Current maturities of long-term debt
Unsecured Loan
Debentures -750 8.63% unsecured non-convertible debentures of
- - 785.64 - - -
Rs.10,00,000 each (Refer Note No.26.1)
Deferred Sales Tax Loan (Refer Note No. 20.2) 3.51 3.51 1.66 3.11 2.70 0.27
Deferred payment liablities (Refer Note No. 20.3) 10.30 10.30 10.30 - - -
Security Deposit 547.17 547.74 548.75 531.54 435.87 246.26
Amount due for payment to Gratuity Fund - 42.06 35.38 28.89 9.09 23.45
Non Trade Payables 194.93 145.90 167.34 113.15 124.79 111.33
Derivative liability 1.90 4.48 2.84 0.79 21.25 0.33
Liabilities towards beneficiaries of companies ESOP Trust 13.52 69.48 - - - -
Others 690.02 435.49 243.64 367.97 519.24 402.92
Total 1,461.36 1,258.97 1,795.56 1,045.46 1,112.95 784.57
Note. No. 26.1: As at year ended March 31st 2016, 8.63% Debentures are redeemable at par at the end of 15 Months from the date of allotment, viz., December 7, 2016.
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 27
Other current liabilities
Advances from Customers 123.24 244.79 322.56 232.60 284.61 189.86
Employee Deductions 3.25 0.86 0.91 10.48 9.14 8.30
Statutory Liabilities 125.79 64.06 49.29 24.47 28.29 29.73
Deferred Grant- Current 10.88 10.68 9.85 5.17 3.80 0.52
Total 263.16 320.39 382.61 272.72 325.84 228.41
(Rs. in million)
2017 2014 2013
2017 2016 2015
Proforma Proforma
Note 28
Current Liablities - Provisions
Provision for employee benefits- gratuity (Refer Note No. 39) 49.55 - - - - -
Provision for employee benefits- compensated absences 3.48 3.28 2.48 4.60 5.53 2.96
Provision for sales return 352.16 203.65 121.25 115.36 96.87 67.26
Total 405.19 206.93 123.73 119.96 102.40 70.22
Note. 28.1 Movement of provision for sales return
Opening Balance 203.65 121.25 115.36 96.87 67.26 43.96

Less : Utilised during the period (202.18) (121.25) (115.36) (96.87) (67.26) (43.96)
Add: Provision created during the period 350.68 203.65 121.25 115.36 96.87 67.26
Closing Balance 352.16 203.65 121.25 115.36 96.87 67.26
The Company makes a provision on estimated sales return based on historical experience. The sales returns are generally expected within a year
396
(Rs. in million)
For the quarter For the year For the year For the year For the year
Particulars For the year ended
ended ended ended ended ended
June 30, 2017 March 31, 2017 March 31, 2016
Note 29
Revenue from operations
A Sale of products 9,806.61 35,920.46 33,438.73 32,841.02 30,809.70 27,391.19
B Other operating revenue

Sale of Scrap and Empties 65.02 240.94 220.51 234.77 200.12 181.22
Change in fair value of biological assets (0.07) (0.86) 0.65 (8.64) (17.41) 36.59
Other operating revenue 64.95 240.08 221.16 226.13 182.71 217.81
Total 9,871.56 36,160.54 33,659.89 33,067.15 30,992.41 27,609.00
Note No. 29.1: Details of Sale- Traded and manufactured
Sale of manufactured products 9,163.01 33,856.45 31,507.24 31,159.65 28,607.08 25,803.86

Sale of traded products 643.60 2,064.01 1,931.49 1,681.37 2,202.62 1,587.33
Total Sale of products 9,806.61 35,920.46 33,438.73 32,841.02 30,809.70 27,391.19
(Rs. in million)
June 30, 2017 March 31, 2017 March 31, 2016
Note 30
Other Income
Interest Income
Interest received on instruments measured at amortised cost
Interest received on Deposits 5.66 31.38 78.83 41.09 28.21 26.14
Interest Received on ESOP Loan - 71.71 - - - -
Interest received from Income Tax - - - 0.02 - -
Dividend received
- from associate - - 19.02 6.25 8.93 7.50
- from others (Refer Note No. 30.1) - 0.00 0.00 0.00 - -
Profit on sale of Fixed Assets (net) - 13.32 48.88 5.27 19.57 -
Profit on sale of Investments (net) - 293.76 257.19 - - 0.08
Claims received 0.63 5.07 4.74 3.41 7.87 0.57
Recovery of Bad Debts written off 1.82 2.89 4.16 10.18 7.60 2.67
Royalty & Technical Knowhow 7.05 24.75 28.45 19.70 12.90 3.70
Other Miscellaneous Income and Income from R & D Center 14.24 81.56 89.66 58.17 61.80 67.61
Grant amortization 3.05 8.11 8.70 4.73 0.95 0.45
VAT refund received - - - - - 2.56
Guarantee commision - - 0.95 1.07 1.05 0.85
TOTAL 32.45 532.55 540.58 149.88 148.87 112.13
Note No. 30.1: INR 0.00 represents Dividend received Rs. 3750, Rs. 3750 and Rs. 2500 during the year ended March 31, 2017, March 31, 2016 and March 31, 2015 respectively.
(Rs. in million)
June 30, 2017 March 31, 2017 March 31, 2016
Note 31
Cost of materials consumed
Raw Material Stocks at the Commencement of the Year 3,671.50 3,735.47 2,416.33 2,169.21 1,938.57 1,312.00
Add : Purchases 7,731.04 26,389.65 26,419.65 25,310.54 23,514.44 22,178.45
Less : Raw Material sold (1.10) (64.47) (36.84) (6.54) - -
Less: Raw Material Stocks at the Close of the Year (4,448.73) (3,671.50) (3,735.47) (2,416.33) (2,169.21) (1,938.57)
Adjustment on merger of Non-trade division of GSGL (22.03)
Total Cost of Raw Material Consumed 6,952.71 26,389.15 25,041.64 25,056.88 23,283.80 21,551.88
397
(Rs. in million)
June 30, 2017 March 31, 2017 March 31, 2016
Note 32
Purchase of stock-in-trade
Agri inputs 459.38 1,836.05 1,745.22 1,359.87 1,380.94 964.41
Animal Feeds - - - 61.10 688.45 225.25
TOTAL 459.38 1,836.05 1,745.22 1,420.97 2,069.39 1,189.66
(Rs. in million)
June 30, 2017 March 31, 2017 March 31, 2016
Note 33
Changes In Inventories of Finished Goods, Work-In-Progress and Stock-In-Trade
Stocks at the Commencement of the Year
Finished Goods 650.76 745.38 621.94 440.09 318.92 242.16
Work In Progress - - 230.23 40.14 43.32 4.86
Poultry Stock - - 18.12 21.64 12.93 2.12
Stock-in-Trade 642.46 580.06 491.91 445.41 253.42 181.46
Total Stock at the commencement of the Year 1,339.92 1,414.12 1,467.44 1,109.93 794.46 539.36
Adjustment on merger of Non-trade division of GSGL (301.57)
Less : Stocks at the Close of the Year
Finished Goods 669.17 650.76 745.38 621.94 440.09 318.92
Work In Progress - - - 230.23 40.14 43.32
Poultry Stock - - - 18.12 21.64 12.93
Stock-in-Trade 738.32 642.46 580.06 491.91 445.41 253.42
Total Stock at the close of the Year 1,452.82 1,339.92 1,414.12 1,467.44 1,109.93 794.46
Change in the stock of Finished Goods, Work in Progress, Stock in Trade (112.89) 74.19 (248.24) (357.51) (315.47) (255.10)
(Rs. in million)
June 30, 2017 March 31, 2017 March 31, 2016
Note 34
Employee benefit expense
Salaries, Wages, Bonus and Allowances 417.96 1,412.60 1,138.66 1,144.69 1,123.09 905.66
Contribution to Provident, Gratuity and Other Funds 25.92 96.27 82.35 71.74 61.14 51.93
Expense on Employee Stock based payments - net of Adjustment to Reserve
5.50 19.00 18.70 13.50 16.00 16.00
for Employee compensation expense (Refer Note 49)
Staff Welfare Expense 41.23 119.13 111.46 98.08 87.72 63.45
TOTAL 490.61 1,647.00 1,351.17 1,328.01 1,287.95 1,037.04
(Rs. in million)
June 30, 2017 March 31, 2017 March 31, 2016
Note 35
Finance Costs
Interest Expense
Paid to Banks on Loans and Cash Credit 16.55 144.55 106.04 70.64 30.59 86.58
Others 56.81 512.05 412.09 222.29 51.94 138.46
Other Borrowing Costs 2.65 15.35 392.68 361.22 315.09 257.42
Exchange differences regarded as a adjustment to borrowing cost 3.23 8.40 - - - -
Preference dividend and tax on preference dividend (Refer Note No. 35.2) 0.00 0.01 0.00 - - -
TOTAL 79.24 680.36 910.81 654.15 397.62 482.46
Note No. 35.1: Finance costs are net of interest capitalised to Project in Progress during the quarter ended June 30, 2017 10.05Mn, year ended March 31, 2017 29.41 Mn and March 31, 2015 net of Interest
capitalised to Fixed Assets Rs.6.23 Mn, , March 31, 2014 Rs.131.00 Mn and March 31, 2013 Rs. 60.97 Mn.
Note No. 35.2: INR 0.00 represents Dividend provided for Rs. 1,461 during the quarter ended June 30, 2017 and Rs. 931 during the year ended March 31, 2016.
398
(Rs. in million)
June 30, 2017 March 31, 2017 March 31, 2016
Note 36
Depreciation and Amortisation Expenses
Depreciation 130.12 475.98 421.83 352.22 257.28 178.04
Amortization 13.36 54.90 62.30 60.04 58.89 56.65
Less : Transfer from General Reserve (10.63) (42.51) (42.51) (42.51) (42.51) (42.51)
TOTAL 132.85 488.37 441.62 369.75 273.66 192.18
(Rs. in million)
June 30, 2017 March 31, 2017 March 31, 2016
Note 37
Other Expenses
Stores and Spares consumed 48.16 162.59 145.81 144.11 108.43 106.03
Power and Fuel 109.36 428.93 437.73 429.14 349.70 333.86
Processing Charges 193.12 696.53 664.38 675.35 587.66 582.05
Rent 28.85 99.30 90.93 84.99 69.68 74.39
Rates and Taxes 13.87 58.27 84.71 68.73 46.70 37.38
Repairs and Maintenance
Machinery 17.08 51.62 47.78 51.49 34.21 29.51
Buildings 2.26 9.74 13.88 7.12 4.66 2.39
Other assets 3.05 10.85 11.46 14.88 10.80 9.19
Insurance 5.21 17.30 17.05 15.11 12.36 9.79
Auditor's Remuneration (Refer Note No. 37.1) 3.11 11.76 10.11 9.59 9.55 7.94
Freight 86.76 272.20 251.72 66.06 83.23 323.36
Advertisement, Selling and Distribution Expenses 87.64 371.69 402.33 385.71 372.15 204.06
Bad Debts/Advances Written Off 9.43 63.01 42.91 42.28 60.53 59.98
Provision for Doubtful Debts and Advances/(Written back) 16.33 40.89 20.72 (9.47) (7.79) (3.61)
Change in fair valuation of investments - - - 19.90 - -
Loss on Sale/Write off of Fixed Assets 2.85 - - - - 1.46
Research Expenses 1.45 12.72 14.15 29.35 21.09 8.30
Applicable net loss on foreign currency transactions and translation 2.81 9.55 7.50 40.23 (18.07) 2.87
Corporate Social Responsibility Expenses 1.79 40.60 21.47 13.02 - -
Miscellaneous Expenses 168.66 631.38 566.88 476.23 512.78 344.33
TOTAL 821.58 2,988.93 2,851.52 2,563.82 2,257.67 2,133.28
Note No. 37.1: Auditor's Remuneration (including to previous auditors Refer Note No. 56)
Audit Fees 1.37 5.50 5.47 5.54 5.48 4.63
Audit under Other Statutes 0.48 1.92 1.91 1.65 1.63 1.35
Taxation matters 0.83 3.08 1.11 1.24 0.65 0.89
Management Consultancy , Certification & Company Law Matters 0.13 0.28 0.63 0.56 0.92 0.32
Reimbursement of Expenses 0.30 0.98 0.99 0.60 0.87 0.75
Total 3.11 11.76 10.11 9.59 9.55 7.94
399
Note 38 Earnings per share
Calculation of weighted average number of equity shares - Basic

Particulars June 30, March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
1 Calculation of weighted average number of equity shares - Basic

Number of shares at the beginning of the year 1851,30,876 884,58,090 884,58,090 126,36,870 126,36,870 121,18,752
Effect of bonus issue - 884,58,090 884,58,090 1642,79,310 1642,79,310 1575,43,776
Revised number of shares at the beginning of the year 1851,30,876 1769,16,180 1769,16,180 1769,16,180 1769,16,180 1696,62,528
Number of equity shares outstanding at the end of the year 1851,30,876 1851,30,876 884,58,090 884,58,090 126,36,870 126,36,870
Effect of bonus issue - - 884,58,090 884,58,090 1642,79,310 1642,79,310
Revised number of shares outstanding at the end of the year 1851,30,876 1851,30,876 1769,16,180 1769,16,180 1769,16,180 1769,16,180
Weighted average number of equity shares outstanding during the year 1851,30,876 1771,41,240 1769,16,180 1769,16,180 1769,16,180 1714,75,941
2 Calculation of weighted average number of equity shares - Diluted

Number of potential shares at the beginning of the year 1851,30,876 1769,16,180 1769,16,180 1769,16,180 1769,16,180 1696,62,528
Effect of potential equity shares - 82,14,696 82,14,696 82,14,696 82,14,696 -
Revised number of potential shares at the beginning of the year 1851,30,876 1851,30,876 1851,30,876 1851,30,876 1851,30,876 1696,62,528
Number of potential equity shares outstanding at the end of the year 1851,30,876 1851,30,876 1769,16,180 1769,16,180 1769,16,180 1769,16,180
Effect of potential equity shares - 82,14,696 82,14,696 82,14,696 82,14,696
1851,30,876 1851,30,876 1851,30,876 1851,30,876 1851,30,876 1851,30,876
Revised number of potential equity shares outstanding at the end of the year
Weighted average number of potential equity shares outstanding during the 1851,30,876 1851,30,876 1851,30,876 1851,30,876 1851,30,876 1728,85,101
year
3 Profit attributable to ordinary shareholders.

Profit (loss) for the year, attributable to the owners of the Company 608.25 2,068.11 1,601.23 1,928.18 1,377.93 973.41
Less : Extra ordinary income / Exceptional income after tax - (200.00) - (346.47) - -
Profit attributable to ordinary shareholders before Exceptional income 608.25 1,868.11 1,601.23 1,581.71 1,377.93 973.41
Less : Income/(Expense) recognized in Reserves (6.95) (265.37) (144.18) (146.75) (499.89) (760.06)
Net Profit (loss) for the year, attributable to ordinary shareholders 601.30 1,602.74 1,457.05 1,434.96 878.04 213.35
4 Earning Per Share before Exceptional Income

5 Earning Per Share after Exceptional Income

6 Nominal Value of Shares (Rs.) 10.00 10.00 10.00 10.00 10.00 10.00
400
Godrej Agrovet Limited 10
Note. 39 Employee benefits

The Company contributes to the following post-employment plans in India.
Defined Contribution Plans:

The Company's contributions paid/payable to Regional Provident Fund at certain locations, Super Annuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are
determined under the relevant approved schemes and/or statutes and are recognised as expense in the Statement of Profit and Loss during the period in which the employee renders the related service. There are no
further obligations other than the contributions payable to the approved trusts/appropriate authorities.
The Company recognised Rs. 18.05 Mn for the quarter ended June 30, 2017, Rs. 68.25 Mn for the year ended March 31, 2017, Rs. 62.03 Mn for March 31, 2016, Rs. 53.64 Mn for March 31, 2015, Rs.44.15 Mn for
March 31, 2014, Rs.35.82 Mn for March 31, 2013 towards provident fund contribution and Rs. 1.57 Mn for the quarter ended June 30, 2017, Rs. 5.71 Mn for the year ended March 31, 2017 Rs. 5.49 Mn for March
31, 2016, Rs. 5.25 Mn for March 31, 2015, Rs.5.32 Mn for March 31, 2014, Rs.4.99 Mn for March 31, 2013 towards super-annuation fund contribution in the Statement of Profit and Loss.
Defined Benefit Plan:
The gratuity is a defined benefit plan. The Company's liability for the defined benefit schemes is actuarially determined based on the projected unit credit method. The Company's net obligations in respect of such
plans is calculated by estimating the amount of future benefit that the employees have earned in return for their services in the current and prior periods and that benefit is discounted to determine its present value and
the fair value of the plan asset is deducted. Actuarial gains and losses are recognised immediately in the Other Comprehensive Income in the Statement of Profit and Loss.
The company's contribution to the Provident Fund Trust as established by the Company, is also considered as a Defined Benefit Plan because, as per the rules of Company's Provident Fund Scheme, 1952, if the
return on investment is less or for any other reason, then the deficiency shall be made good by the Company. Based on the surplus in the Provident Fund Trust Company does not expect any liability for such
deficiency.
In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible
employees at retirement or termination of their employment. The amounts are based on the respective employee's last drawn salary and the years of employment with the Company.
Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the
LIC of India, a funded defined benefit plan for qualifying employees. Trustees administer the contributions made by the Company to the gratuity scheme.
The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at June 30, 2017. The present value of the
defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.
Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation and the plan assets as at balance sheet date:
(Rs. in million)
June 30, March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
2017 Proforma Proforma
Defined benefit obligation 220.14 182.28 140.76 120.40 88.23 80.77

Fair value of plan assets 133.46 140.22 105.46 89.86 78.32 56.82
Net defined benefit (obligation)/assets (86.68) (42.06) (35.30) (30.54) (9.91) (23.95)
401
i. Movement in net defined benefit (asset) liability
The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) liability and its components (Rs. in million)
Defined benefit obligation Fair value of plan assets Net defined benefit
June 30, March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013 June 30, March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013 June 30, March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31,
2017 Proforma Proforma Proforma 2017 Proforma Proforma Proforma 2017 Proforma Proforma 2013
Proforma
Opening balance 182.28 140.76 120.40 88.23 80.77 62.21 140.22 105.46 89.86 78.32 56.82 43.04 42.06 35.30 30.54 9.91 23.95 19.17
Adjustment on Merger - (1.65) - - - - - - - - - - (1.65) - - -
Included in profit or loss - - - - - -
Current service cost 3.69 11.50 9.46 6.81 6.30 5.11 - - - - - 3.69 11.50 9.46 6.81 6.30 5.11
Past service cost - - - - - - - -
Interest cost (income) 3.32 11.32 9.44 8.23 6.66 5.29 2.56 8.48 7.14 - - - 0.77 2.84 2.30 8.23 6.66 5.29
- - - - - -
Included in OCI - - - - - -
Remeasurement loss (gain): - - - - - -
Actuarial loss (gain) arising from: 40.42 33.42 19.31 28.28 2.42 15.31 - - 5.46 0.98 (1.96) 40.42 33.42 19.31 22.82 1.44 17.27
Demographic assumptions - - - - - - - -
Financial assumptions 2.42 11.53 (1.10) 13.22 - - - - - - - 2.42 11.53 (1.10) 13.22 - -
Experience adjustment 38.00 21.89 20.41 15.06 - - - - 5.46 - - 38.00 21.89 20.41 9.60 - -
Return on plan assets excluding interest income - - - - - 0.25 5.62 (4.23) 7.31 4.94 3.66 (0.25) (5.62) 4.23 (7.31) (4.94) (3.66)
229.71 197.00 156.96 131.55 96.15 87.92 143.03 119.56 92.77 91.09 62.74 44.74 86.68 77.44 64.19 40.46 33.41 43.18
Other
Contributions paid by the employer - - - - - 35.38 28.89 9.92 23.50 19.13 - (35.38) (28.89) (9.92) (23.50) (19.13)
Benefits paid (9.57) (14.72) (16.20) (11.15) (7.92) (7.15) (9.57) (14.72) (16.20) (11.15) (7.92) (7.05) - - - - - (0.10)
Closing balance 220.14 182.28 140.76 120.40 88.23 80.77 133.46 140.22 105.46 89.86 78.32 56.82 86.68 42.06 35.30 30.54 9.91 23.95
Represented by
Net defined benefit asset - - - - - -

Net defined benefit liability (86.68) (42.06) (35.30) (30.54) (9.91) (23.95)
(86.68) (42.06) (35.30) (30.54) (9.91) (23.95)
ii. Plan assets

Plan assets comprise the following
2017 Proforma Proforma
Insurer managed fund (100%) 133.46 140.22 105.46 89.86 78.32 56.82
iii. Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
Discount rate 7.16% 7.29% 8.04% From 7.92% to From 9.33% From 8.00% to
7.95% to 9.36% 8.25%
Future salary growth 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
Rate of employee turnover For service 4 yrs For service 4 yrs For service 4 yrs For service 4 yrs For service 4 yrs For service 4 yrs
& Below 15.00 & Below 15.00 & Below 15.00 & Below 15.00 & Below 15.00 & Below 15.00
% p.a. & For % p.a. & For % p.a. & For % p.a. & For % p.a. & For % p.a. & For
service 5 yrs and service 5 yrs and service 5 yrs and service 5 yrs and service 5 yrs and service 5 yrs and
above 2.00 % above 2.00 % above 2.00 % above 2.00 % above 2.00 % above 2.00 %
p.a. p.a. p.a. p.a. p.a. p.a.
Mortality rate Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured
Lives Lives Lives Lives Lives Lives
Mortality(2006- Mortality(2006- Mortality(2006- Mortality(2006- Mortality(2006- Mortality(2006-
08) 08) 08) 08) 08) 08)
402
Assumptions regarding future mortality have been based on published statistics and mortality tables.
iv. Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below. (Rs. in million)
June 30, 2017 March 31, 2017 March 31, 2016 March 31, 2015 - Proforma March 31, 2014 - Proforma March 31, 2013 - Proforma
Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease
Discount rate (1% movement) (17.44) 26.27 (15.10) 17.64 (11.26) 13.07 (9.83) 11.40 (6.61) 7.61 (6.45) 7.45
Future salary growth (1% movement) 20.51 (17.93) 17.87 (15.54) 13.34 (11.67) 11.62 (10.18) 7.87 (6.93) 7.62 (6.69)
Rate of employee turnover (1% movement) 3.28 (3.74) 3.14 (3.59) 3.19 (3.62) 2.64 (3.00) 2.81 (3.15) 1.95 (2.20)
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occuring at the end of the
v. Expected future cash flows

The expected future cash flows in respect of gratuity as at March 31, 2017 were as follows
Expected contribution
The expected contributions for defined benefit plan for the next financial year will be in line with the contribution for the year ended March 31, 2017, i.e. Rs. 35.38 Mn .
Expected future benefit payments June 30, 2017 March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
1st Following year 19.88 15.57 13.13 8.33 9.65 5.64

2nd Following year 14.26 11.07 5.33 8.36 3.55 5.11
3rd Following year 14.83 10.49 11.24 5.91 7.51 6.21
Therafter 98.89 74.14 59.88 54.69 43.71 53.93
Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the quarter
ended June 30, 2017 based on actuarial valuation using the projected accrued benefit method is Rs. 9.12 Mn, Rs. 26.90 Mn for year ended March 31,2017, Rs. 25.70 Mn for March 31, 2016, Rs. 18.25 Mn for March
31, 2015, Rs.20.44 Mn for March 31, 2014, Rs.14.45 Mn for March 31, 2013.
Terminal Benefits: All terminal benefits including voluntary retirement compensation are fully written off to the Statement of Profit & Loss
Incentive Plans: The Company has a scheme of Performance Linked Variable Remuneration (PLVR) which is fully written off to the Statement of Profit & Loss. The Scheme rewards its employees based on
Economic Value Addition (EVA), which is related to actual improvement made in EVA over the previous period when compared with expected improvements.
403
Note No. 40 Share-based payment arrangements and related employee benefits:
Description of share-based payment arrangements and related employee benefits

Employee stock options grant scheme of Godrej Industries Limited
The Company has participated in the Godrej Industries Limited Employee Stock Grant Scheme 2011 and on May 30, 2011 the Compensation Committee of the Company has approved
the grant of stocks to certain eligible employees in terms of the Employee Stock Grant Scheme 2011. The grants would vest in three equal parts every year over the next three years.
The exercise price is Re. 1 per equity share as provided in the scheme. During the quarter ended June 30, 2017, the Company has provided Rs. 5.50 Mn (for the year ended March 31,
2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013 19.0 Mn, Rs. 18.7 Mn, Rs. 1.35 Mn, Rs. 1.60 Mn and Rs. 1.60 Mn respectively) for the aforesaid eligible
employees.
Employee stock options - equity settled
In December 2012, the Company instituted an Employee Stock Option Plan (GAVL ESOP) as approved by the Board of Directors and the Shareholders, for the allotment of 5,86,764
options convertible into 5,86,764 equity shares of Rs. 10 each and Bonus Shares issued against the initial allotment for 35,20,584 shares of Rs. 10 each to eligible employees of the
company.
The scheme is administered by an independent ESOP Trust created. The Company has issued 586,764 equity shares and Bonus Shares issued against the initial allotment for 76,27,932
shares to the said ESOP Trust at face value of Rs. 10 each amounting to Rs. 5.87 Mn. During the year ended March 31, 2017, all the stock options were vested, exercised and
transferred to the eligible employees by March 31, 2017.
Category A

Particulars Shares arising out Range of exercise Weighted average Weighted average
contractual life
Options outstanding at the beginning of the year 18,43,457.00 10.00 1.43 21.5 months
Add: Options granted during the year 1,48,463.00 10.00 1.43
Less: Options lapsed during the year (1,48,463.00) - -
Bonus shares issue against the allotment 18,43,457.00 - -
Less: Options exercised during the year (36,86,914.00) 10.00 0.71 -
Options outstanding at the year end -

contractual life
Add: Options granted during the year - - -
Less: Options lapsed during the year - - -
Bonus shares issue against the allotment - - -
Less: Options exercised during the year - - -
Options outstanding at the year end 18,43,457.00 10.00 1.43 21.5 months

Particulars
contractual life
Options outstanding at the year end - - -
Exercisable at the end of the period 18,43,457.00 10.00 10.00 33.5 months
For the year ended 31 March 2014 - Proforma

contractual life
404
contractual life
Options outstanding at the beginning of the year 2,63,351.00 10.00 10.00 60 Months
The weighted average grant date fair value of par value options granted under Category A during the years ended March 31, 2017 was Rs. 154.60 and 2016 was Rs 309.20 per option,
respectively. The weighted average share price during the years ended March 31, 2017 is Rs. 297.17 per share.
Category B

contractual life
Options outstanding at the beginning of the year 22,63,891.00 10.00 1.43

Bonus shares issue against the allotment 22,63,891.00 10.00 -
Less: Options exercised during the year (45,27,782.00) 10.00 0.71
Options outstanding at the year end -

contractual life

Options outstanding at the year end 22,63,891.00 10.00 1.43

contractual life


contractual life

405
contractual life

The weighted average grant date fair value of par value options granted under Category B during the years ended March 31, 2017 was Rs. 154.60 and 2016 was Rs 309.20 per option,
respectively. The weighted average share price during the years ended March 31, 2017 is Rs. 297.17 per share .
Valuation of stock options
The fair value of stock options granted during the period has been measured using the BlackScholes option pricing model at the date of the grant. The Black-Scholes option pricing
model includes assumptions regarding dividend yields, expected volatility, expected terms and risk free interest rates. They key inputs and assumptions used are as follows:
Share price: The share price has been obtained through valuation report.
Exercise Price: Exercise Price is the market price or face value or such other price as determined by the Remuneration and Compensation Committee.
Expected Volatility: The historical volatility of the stock till the date of grant has been considered to calculate the fair value of the options.
Expected Option Life: Expected Life of option is the period for which the Company expects the options to be live. The minimum life of a stock option is the minimum period before
which the options cannot be exercised and the maximum life is the period after which the options cannot be exercised.
Expected dividends: Expected dividend yield has been calculated as an average of dividend yields for the four financial years preceding the date of the grant.
Risk free interest rate: The risk free interest rate on the date of grant considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options
based on the zero coupon yield curve for Government Securities.
These assumptions reflect managements best estimates, but these assumptions involve inherent market uncertainties based on market conditions generally outside of the Companys
control. As a result, if other assumptions had been used in the current period, stock-based compensation expense could have been materially impacted. Further, if management uses
different assumptions in future periods, stock based compensation expense could be materially impacted in future years. The estimated fair value of stock options is charged to income
on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. The weighted average inputs
used in computing the fair value of options granted were as follows:
Grant date
16/01/2013
Fair value 154.14
Share price 154.60
Exercise price 10.00
Expected volatility (weighted-average) 0.00%
Expected life (weighted-average) 5
Expected dividends 0.00%
Risk-free interest rate (based on government bonds) 9.00%
406
Note No.41 Financial instruments Fair values and risk management
Note No.41.1 Financial instruments Fair values
A. Accounting classification and fair values

Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. It does not include the fair value information for financial assets and
financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Carrying amount Fair value

June 30, 2017 Note FVTPL FVOCI Amortised Total Level 1 Level 2 Level 3 Total
(Rs. in million) Cost
Financial assets
Non Current Financial Assets
Non-current investments 0.04 - 0.04 - 0.04 - 0.04
Loans - 105.96 105.96 - - - -
Other Non-current financial asset - 15.99 15.99 - - - -

Trade receivables - 6,065.06 6,065.06 - - - -
Cash and cash equivalents - 168.76 168.76 - - - -
Bank balance other than (iii) above - 7.91 7.91 - - - -
Loans - 219.87 219.87 - - - -
Other current financial assets - 115.28 115.28 - - - -
-
0.04 - 6,698.83 6,698.87 - - 0.04 - 0.04
Non Current Financial Liablities
Other long term borrowings - 36.08 36.08 - - - -
Sales tax deferral loan - 26.48 26.48 - 26.48 - 26.48
Other non-current financial liabilities - - 0.01 0.01 - - -
Short term borrowings - 5,315.08 5,315.08 - - - -

Trade and other payables - 8,850.05 8,850.05 - - - -
Other financial liabilities 1.90 1,459.46 1,461.36 - 1.90 - 1.90
1.90 - 15,687.17 15,689.07 - - 28.38 - 28.38
407
March 31, 2017 Note FVTPL FVOCI Amortised Total Level 1 Level 2 Level 3 Total
Financial assets
Non Current Financial Assets
Loans - - 109.00 109.00 - - - -
Other Non-current financial asset - - 18.93 18.93 - - - -
-
Current Financial Assets -
Bank balance other than (iii) above - - 70.90 70.90 - - - -
Loans - - 343.52 343.52 - - - -
Other current financial assets - 17.03 90.28 107.30 - 17.03 - 17.03
0.04 17.03 5,080.92 5,097.99 - - 17.07 - 17.07

Non Current Financial Liablities -
Sales tax deferral loan - - 25.82 25.82 - 25.82 - 25.82

-
4.48 - 13,535.71 13,540.19 - - 30.30 - 30.30


Trade and other receivables - - 3,661.83 3,661.83 - - - -
Short-term loans and advances - - 1,371.44 1,371.44 - - - -
0.04 - 5,963.84 5,963.88 - - 0.04 - 0.04

2.84 - 15,701.79 15,704.63 - - 29.62 - 29.62
408
Non-current investments 0.08 35.00 35.08 - 0.08 - 0.08
Long-term loans and advances - 100.84 100.84 - - - -
Other Non-current financial asset - 17.72 17.72 - - - -
- -
Current Financial Assets - -
Current investments 366.11 - 366.11 366.11 - - 366.11
Trade and other receivables - 2,667.93 2,667.93 - - - -
Bank balance other than (iii) above - 118.32 118.32 - - - -
Cash and cash equivalents - 44.53 44.53 - - - -
Short-term loans and advances - 1,028.04 1,028.04 - - - -
Other current financial assets - 139.37 139.37 - - - -
366.19 - 4,151.76 4,517.95 - 366.11 0.08 - 366.19


- -
0.79 - 10,055.70 10,056.49 - - 31.03 - 31.03

March 31, 2014 - Proforma Note FVTPL FVOCI Amortised Total Level 1 Level 2 Level 3 Total

Cash and cash equivalents - - 1,131.27 1,131.27 - - - -
Short-term loans and advances - - 950.45 950.45 - - - -
- -
0.08 - 4,548.76 4,548.84 - - 0.08 - 0.08
- -
Current Financial liabilities - -
21.25 - 9,599.47 9,620.71 - - 51.85 - 51.85
409
March 31, 2013 - Proforma Note FVTPL FVOCI Amortised Total Level 1 Level 2 Level 3 Total
Non-current investments 2.55 - 2.50 5.05 - 2.55 - 2.55
-
Current Financial Assets -
Short-term loans and advances - - 766.76 766.76 - - - -
2.55 - 3,047.54 3,050.09 - - 2.55 - 2.55

-
Current Financial liabilities -
Other financial liabilities 0.33 - 784.24 784.57 - 3.31 - 3.31
-
0.33 - 7,357.85 7,358.17 - - 32.31 - 32.31
B. Measurement of fair values

Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include :
- the fair value of the forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.
All of the resulting fair value estimates are included in level 2 where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.
C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:
Credit risk ;
Liquidity risk ; and
Market risk
i. Risk management framework
The Companys board of directors has overall responsibility for the establishment and oversight of the Companys risk management framework. The board of directors has established the Risk Management Committee, which is
responsible for developing and monitoring the Companys risk management policies. The committee reports regularly to the board of directors on its activities
The Companys risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the Companys activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined
and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the companys risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by
the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the
audit committee.
410

Note No.41.2 Financial instruments Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companys approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to
the Companys reputation. The Company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

June 30, 2017 Carrying Total 0-6 months 6-12 months 1-2 years 2-5 years More than 5
amount years
(Rs. in million)
6,000 8% Cumulative Non-convertible Redeemable Preference Shares of the par value of Rs.10 each 0.06 0.06 0.06
Deferred Sales Tax Loan 26.48 34.16 8.49 25.67
Deferred Payment Liability 36.03 36.03 10.30 25.74
Other non-current financial liabilities-Others 0.01 0.01 0.01

Cash credit from bank 22.33 22.33 22.33
Term loans from banks 1,292.74 1,292.74 1,292.74
Commercial papers 4,000.00 4,000.00 4,000.00
Working Capital Loans from Banks and Acceptances - -
Trade and other payables- others 2,978.87 2,978.87 2,978.87
Acceptances 5,871.18 5,871.18 5,871.18
Other current financial liabilities 1,459.45 1,459.45 1,449.53 9.93
Derivative liability 1.90 1.90 - 1.90

Total 15,689.05 15,696.73 15,614.65 11.83 18.80 51.41 0.06
411
March 31, 2017 Carrying Total 0-6 months 6-12 months 1-2 years 2-5 years More than 5
amount years
(Rs. in million)
Deferred Payment Liability 41.18 41.18 - - 10.30 30.88 -
Other non-current financial liabilities-Others 0.01 0.01 - - - - 0.01
- - -
Current, non derivative financial liabilities - - -
Cash credit from bank 296.43 296.43 296.43 -
Term loans from banks 1,706.71 1,706.71 1,706.71 -
Commercial papers 2,750.00 2,750.00 2,750.00 -
Working Capital Loans from Banks and Acceptances - - - -
Trade and other payables- others 2,180.00 2,180.00 2,180.00 -
Acceptances 5,281.02 5,281.02 5,281.02 -
Other current financial liabilities 1,254.48 1,254.48 1,245.81 8.66 -
Derivative liability 4.48 4.48 4.48
Total 13,540.19 13,548.53 13,459.97 13.14 18.79 56.55 0.07
412
amount years
(Rs. in million)
Other non-current financial liabilities-Liability towards beneficiaries of Company's ESOP Trust # 65.37 65.37 - - 65.37 - -
Deferred payment Liabilities 42.07 42.07 - - 0.89 30.88 10.30
- -
Current, non derivative financial liabilities - -
Acceptances 266.78 266.78 266.78
Other current financial liabilities 1,792.70 1,792.70 985.03 807.67 - - -
Derivative liability 2.84 2.84 - 2.84
Total 15,677.84 15,688.74 14,733.05 810.51 69.78 65.04 10.36

amount years

Other non-current financial liabilities-Liability towards beneficiaries of Company's ESOP Trust # 44.60 44.60 - - 44.60 - -
Term loans from banks 681.61 681.61 - - 501.61 180.00 -

Acceptances 80.88 80.88 80.88
Derivative liability 0.79 0.79 0.79
Total 10,056.50 10,056.50 9,287.05 3.90 547.87 217.68 -
413
March 31, 2014 - Proforma Total 0-6 months 6-12 months 1-2 years 2-5 years More than 5
years
(Rs. in million)
Deferred Sales Tax Loan 42.44 42.44 3.11 13.66 25.67
Other non-current financial liabilities-Liability towards beneficiaries of Company's ESOP Trust # 11.15 11.15 11.15
Term loans from banks 1,607.33 1,607.33 1,207.33 400.00
Current, non derivative financial liabilities -
Commercial papers - - -
Acceptances 30.24 30.24 30.24
Derivative financial liabilities 21.25 21.25 21.25
Total 9,620.70 9,620.70 7,957.08 2.70 1,210.44 424.81 25.67

March 31, 2013 - Proforma Total 0-6 months 6-12 months 1-2 years 2-5 years More than 5
years

Deferred Sales Tax Loan 46.40 46.40 3.96 4.76 37.68

Other current financial liabilities 784.23 784.23 783.96 0.27 - - -
Derivative financial liabilities 0.33 0.33 0.33
Total 7,358.18 7,358.18 6,307.58 0.27 1,007.89 4.76 37.68
The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before
contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.
Guarantees issued by the Company on behalf of joint venture and subsidiaries are with respect to borrowings raised by the respective joint venture and subsidiaries. These amounts will be payable on default by the concerned
subsidiary. As of the reporting date, none of the joint ventures & subsidiary have defaulted and hence, the Company does not have any present obligation to third parties in relation to such guarantees.
414
Note No.41.3 Financial instruments Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the
Company's receivables from customers.
The carrying amount of following financial assets represents the maximum credit exposure:
Trade receivables
The Companys exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. Credit risk is managed through credit
approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
The Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Companys standard payment and
delivery terms and conditions are offered. The Company's export sales are backed by letters of credit, Export Credit Guarantee Corporation and accordingly no provision has been made on
the same. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.
The Company maintains adequate security deposits for sales made to its distributors. For other trade receivables, the company individually monitors the sanctioned credit limits as against
the outstanding balances. Accordingly, the Company makes specific provisions against such trade receivables wherever required and monitors the same at periodic intervals.
The Company monitors each loans and advances given and makes any specific provision wherever required.
The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.
The maximum exposure to credit risk for trade and other receivables by type of counterparty was as follows
(Rs. in million)
Carrying amount
March 31, 2014 March 31, 2013
Proforma Proforma
Trade and other receivables 6,065.06 4,074.58 3,661.83 2,667.93 2,244.18 1,779.68
Exports
Distributors - - - - -
Other 86.21 37.24 47.65 13.58 33.30 -
Domestic - - - - -
Distributors 5,174.44 3,918.30 3,430.14 2,482.65 1,886.49 1,527.85
Other 804.41 119.04 184.04 171.70 324.39 251.83
6,065.06 4,074.58 3,661.83 2,667.93 2,244.18 1,779.68
Other Receivables 166.14 267.26 650.80 695.68 698.43 597.65
Impairment
The ageing of trade receivables that were not impaired was as follows.
March 31, 2014 March 31, 2013

Proforma Proforma
Neither past due nor impaired 4,625.20 2,544.24 2,262.70 942.02 1,370.03 1,028.34
Past due 130 days 364.04 604.54 510.56 674.12 436.53 315.32
Past due 3190 days 473.72 395.63 357.88 558.65 304.83 157.62
Past due 91180 days 266.68 148.82 136.70 309.45 39.95 91.53
> 180 days 335.42 381.35 393.99 183.69 92.84 186.87
Total 6,065.06 4,074.58 3,661.83 2,667.93 2,244.18 1,779.68
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

June 30, 2017 March 31, 2017 March 31, 2016
Impairment loss recognised 34.39 94.99 61.67 29.60 52.18 51.69
Amounts written off (8.51) (59.66) (40.02) (40.59) (49.38) (59.98)
The movement in the allowance for impairment in respect of other receivables during the year was as follows:

June 30, 2017 March 31, 2017 March 31, 2016
Impairment loss recognised 0.92 (195.15) 3.39 1.69 9.10 2.30
Amounts written off (0.92) (3.35) (2.89) (1.69) (11.14) -
Cash and cash equivalents & other bank balances

The cash and cash equivalents and other bank balances are held with bank and financial institution counterparties with good
credit rating.
415
Note No.41.4 Financial instruments Market risk & Currency risk
iv. Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the companys income or the value of its holdings of financial
instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and
counter-party risk are managed centrally by our company treasury department, which evaluates and exercises independent control over the entire process of market risk management.
We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.
Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised.
Currency risk
The Company's risk management policy is to hedge its foreign currency exposure in accordance with the exposure limits advised from time to time.
The functional currencies of company is primarily the local currency of the company in which it operate. The company is exposed to currency risk to the extent that there is a mismatch
between the currencies in which revenues and expenses are denominated and the respective functional currencies of company companies. The currencies in which these transactions are
primarily denominated are INR.
Foreign currency revenues and expenses are in the nature of export sales and import purchases.
Exposure to currency risk
The summary quantitative data about the companys exposure to currency risk as reported to the management of the company is as follows.The following are the remaining contractual
maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
(Rs. in million)
March 31, 2014 March 31, 2013
June 30, 2017 March 31, 2017 March 31, 2016 March 31, 2015 Proforma Proforma
USD USD USD USD USD EUR USD
Financial Assets
Trade receivables 86.33 36.24 47.28 13.65 33.30 - -
Foreign exchange forward contracts - - - - - - -
Net exposure to foreign currency risk (Assets) 86.33 36.24 47.28 13.65 33.30 - -
Financial Liabilities
Trade payables (105.78) (123.59) (83.94) (161.93) (469.79) (30.11) (106.87)
Borrowings - (243.32)
Foreign exchange forward contracts 104.16 364.19 83.94 149.43 439.61 30.11 35.64
Net exposure to foreign currency risk (1.62) (2.72) - (12.50) (30.18) - (71.23)
(Liabilities)
Net exposure 84.71 33.52 47.28 1.15 3.12 - (71.23)
Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee against all other currencies at 31 March would have affected the measurement of financial instruments denominated in a
foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any
impact of forecast sales and purchases.
Profit or loss
Effect in Rs. in million Weakening Strengthning
June 30, 2017
USD (1% movement) 0.85 (0.85)
Profit or loss
March 31, 2017
USD (1% movement) 0.34 (0.34)
Profit or loss
March 31, 2016
USD (3% movement) 1.42 (1.42)
Profit or loss
March 31, 2015 - Proforma
USD (2% movement) 0.02 (0.02)

USD (5% movement) (0.16) 0.16

USD (2% movement) 1.42 (1.42)
Note: Sensitivity has been calculated using standard Deviation % of USD rate movement. For the quarter ended June 30, 2017, the deviation % for the year ended March 31, 2017 has been
considered.
416
Note No.41.5 Financial instruments Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing
financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss.
Exposure to interest rate risk
The interest rate profile of the Companys interest-bearing financial instruments as reported to the management is as
follows.
(Rs. in million)
Nominal amount
Proforma Proforma
Fixed-rate instruments
Financial assets 218.15 366.76 1,415.78 1,051.72 1,948.75 882.43
Financial liabilities 5,908.64 5,349.02 12,756.69 7,335.14 6,588.78 4,950.89
Fair value sensitivity analysis for fixed-rate instruments
The companys fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount
nor the future cash flows will fluctuate because of a change in market interest rates.
417
Note. 42 Hedge accounting
The Company uses forward exchange contracts to hedge its currency risk, such contracts are generally designated as cash flow hedges.
The forward exchange contracts are denominated in the same currency as the highly probable future transaction value, therefore the hedge ratio is 1:1. Most of these contracts have a maturity of 18 months from the reporting date. The Company's policy is for the critical terms of the forward
exchange contracts to align with the hedged item.
The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The Company assesses whether the derivative designated in each hedging relationship is expected to
be and has been effective in offsetting changes in the cash flows of the hedged item using the hypothetical derivative method.
In these hedge relationships, changes in timing of the hedged transactions is the main source of hedge ineffectiveness.
During the quarter ended June 30, 2017, the outstanding borrowings and the relevant forward contracts have been settled and hence, the amount in "Other Comprehensive Income" pertaining to cash flow hedge reserve (net of deferred tax) has been reclassified to the Profit & Loss.
a. Disclosure of effects of hedge accounting on financial position

Line item in the
Changes in fair Change in the value of
Nominal Value Carrying amount of hedging statement of financial
Average strike value of the hedged item used as the
Type of hedge (in respective instrument position where the Maturity date Hedge ratio
price/ rate hedging basis for recognising
currencies) hedging instrument is
instrument hedge effectiveness
Assets Liabilities included
Forward exchange forward contracts on
outstanding borrowings 266.53 17.03 - May 1,2017 to Sep
Current Asset- Others 1:1 71.02 23.71 (23.71)
Forward exchange forward contracts on account of 25,2017
future interest payments 0.97 0.05 -
267.50 17.08
b. Disclosure of effects of hedge accounting on financial performance

June 30, 2017
Line item in the statement of profit
Change in the value of the hedging or loss that includes the hedge Amount reclassified from cash flow Line item affected in statement of profit or loss
instrument recognised in OCI Hedge ineffectiveness recognised in profit or loss ineffectiveness hedging reserve to profit or loss because of the reclassification
Cash flow hedge 32.11 NA NA NA
March 31, 2017

Line item in the statement of profit
Change in the value of the hedging or loss that includes the hedge Amount reclassified from cash flow Line item affected in statement of profit or loss
instrument recognised in OCI Hedge ineffectiveness recognised in profit or loss ineffectiveness hedging reserve to profit or loss because of the reclassification
Cash flow hedge (32.11) NA NA NA
c. The following table provides a reconciliation by risk category of components of equity and analysis of OCI items, net of tax, resulting from cash flow hedge accounting
Movements in cash flow hedging reserve Amount (Rs. In million)

As at April 1, 2016 -
Add : Changes in fair value (32.11)
Less : Amounts reclassified to profit or loss -
Less: Deferred tax relating to the above 11.11
As at March 31, 2017 (21.00)
Add : Changes in fair value 32.11
Less : Amounts reclassified to profit or loss -
Less: Deferred tax relating to the above (11.11)
As at June 30, 2017 -
418
Note. 43 Movement in deferred tax

Movement in deferred tax balances for the quarter ended June 30, 2017 (Rs. in million)
Net balance Recognised in Recognised On account of Recognised Net balance Deferred tax asset Deferred tax liability
April 1, 2017 profit or loss in OCI Merger directly in June 30, 2017
equity
Property, plant and equipment & Intangible assets (719.65) (22.54) - - 3.68 (738.51) 42.64 (781.15)
Compensated absence 5.12 0.47 - - - 5.59 - 5.59
Investments 9.64 0.39 - - - 10.03 9.95 0.08
Biological Assets (1.10) - - - - (1.10) - (1.10)
Doubtful Debtors 28.37 2.86 - - - 31.23 - 31.23
Other items (2.94) 2.05 11.11 - - 10.22 - 10.22
Deferred tax asset/ (liability) (680.56) (16.76) 11.11 - 3.68 (682.54) 52.59 (735.13)
Movement in deferred tax balances for the year ended March 31, 2017 (Rs. in million)
April 1, 2016 profit or loss in OCI Merger directly in March 31, 2017
equity
Compensated absence 7.21 (2.09) - - - 5.12 - 5.12
Investments 13.07 (3.43) - - - 9.64 9.64 -
MAT Credit Entitlment 60.69 (60.69) - - - - - -
Other items (1.33) 9.50 (11.11) - - (2.94) - (2.94)
Deferred tax asset/ (liability) (528.91) (152.49) (11.11) - 11.95 (680.56) 50.93 (731.50)
Movement in deferred tax balances for the year ended March 31, 2016 (Rs. in million)
equity
Compensated absence - 7.21 - - - 7.21 - 7.21
Investments 6.30 6.77 - - - 13.07 13.07 -
Biological Assets (1.15) (0.25) - - - (1.40) - (1.40)
Brought forward Losses 68.18 (37.31) - - - 30.87 30.87 -
Employee benefits 6.18 (6.18) - - - - - -
MAT Credit Entitlment 12.71 47.98 - - - 60.69 - 60.69
Other items (4.83) 3.50 - - - (1.33) - (1.33)
Deferred tax asset/ (liability) (483.76) (55.33) - - 10.18 (528.91) 82.31 (611.22)
419
Movement in deferred tax balances for the year ended March 31, 2015 - Proforma (Rs. in million)
equity
Investments 4.13 2.17 - - - 6.30 6.30 -
Doubtful Debtors 12.31 (1.68) - - - 10.63 - 10.63
Brought forward Losses - 68.18 - - - 68.18 68.18 -
Employee benefits 7.27 (1.09) - - - 6.18 - 6.18
MAT Credit Entitlment - 12.71 - - - 12.71 - 12.71
Other items (6.92) 2.09 - - - (4.83) 0.36 (5.19)
Deferred tax asset/ (liability) (443.83) (49.78) - - 9.85 (483.76) 106.97 (590.71)
Movement in deferred tax balances for the year ended March 31, 2014 - Proforma
(Rs. in million)
equity
Property, plant and equipment & Intangible assets (378.93) (84.24) - (0.64) 7.28 (456.53) 19.53 (476.06)
Investments 2.13 2.00 - - - 4.13 4.13 -
Employee benefits 6.32 0.95 - - - 7.27 - 7.27
Other items (20.80) 13.88 - - - (6.92) 0.31 (7.23)
Deferred tax asset/ (liability) (372.10) (78.37) - (0.64) 7.28 (443.83) 23.97 (467.80)
420
Movement in deferred tax balances for the year ended March 31, 2013 - Proforma
(Rs. in million)
equity
Deferred tax asset
Investments - 2.13 - - - 2.13 2.13 -
Biological Assets 2.32 (12.33) - - - (10.01) - (10.01)
Brought forward Losses 6.65 0.32 - - - 6.97 6.97 -
Employee benefits 7.19 (0.87) - - - 6.32 - 6.32
Other items (34.46) 13.66 - - - (20.80) 0.31 (21.11)
Tax assets (Liabilities) (230.42) (142.49) - - 0.81 (372.10) 21.43 (393.53)
The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same tax authority.
Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred
income tax assets is based on estimates of taxable income and the period over which deferred income tax assets will be recovered.
During the previous year, the company has accounted tax credits in respect of Minimum Alternative Tax (MAT credit) of Rs. 47.97 Mn (March 31, 2015 Rs. 12.71 Mn) of earlier years. The company is
reasonably certain of availing the said MAT credit in future years against the normal tax expected to be paid in those years.
Given that the company does not have any intention to dispose investments in subsidiaries in the forseeable future, deferred tax asset on indexation benefit in relation to such investments has not been
recognised.
Tax losses carried forward
Deferred tax assets have not been recognised in respect of the following items, because it is not probable that future capital gains profit will be available against which the company can use the benefits
therefrom.
Year ended (Rs. in million) Expiry date

Capital loss June 30, 2017 -
March 31, 2017 -
March 31, 2016 30.87 Not applicable
March 31, 2014 -
Proforma
Proforma
421
Note No. 44 Tax expense

(a) Amounts recognised in profit and loss (Rs. in million)
For the For the year For the year For the year For the year For the year
quarter ended ended March ended March ended March ended March ended March
June 30, 2017 31, 2017 31, 2016 31, 2015 31, 2014 31, 2013
Current tax 285.01 568.44 450.17 549.47 430.36 273.83
Deferred income tax liability / (asset), net

16.76 152.49 45.07 49.78 78.37 138.94
Origination and reversal of temporary differences
Change in tax rate 10.26 3.55
Deferred tax expense 16.76 152.49 55.33 49.78 78.37 142.49
Tax expense for the year 301.77 720.93 505.50 599.25 508.73 416.32
(b) Amounts recognised in other comprehensive income (Rs. in million)

For the quarter ended June 30, 2017 For the year ended March 31, 2017 For the year ended March 31, 2016 For the year ended March 31, 2015 - Proforma For the year ended March 31, 2014 - Proforma For the year ended March 31, 2013 - Proforma
Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax
benefit benefit benefit benefit benefit benefit
Remeasurements of defined benefit liability (asset) (40.16) 13.90 (26.26) (27.80) 9.62 (18.18) (23.54) 8.15 (15.39) (22.82) 7.76 (15.06) (1.43) 0.49 (0.94) (17.28) 5.87 (11.41)

Deferred gain/loss on cash flow hedges (32.11) 11.11 (21.00) 32.11 (11.11) 21.00
(72.27) 25.01 (47.26) 4.31 (1.49) 2.82 (23.54) 8.15 (15.39) (22.82) 7.76 (15.06) (1.43) 0.49 (0.94) (17.28) 5.87 (11.41)
(c) Amounts recognised directly in equity (Rs. in million)

For the quarter ended June 30, 2017 For the year ended March 31, 2017 For the year ended March 31, 2016 For the year ended March 31, 2015 - Proforma For the year ended March 31, 2014 - Proforma For the year ended March 31, 2013 - Proforma
Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax
benefit benefit benefit benefit benefit benefit
Retained Earnings
Defered Tax on Deemed Cost adjustment on Property - - - - - - - - - - - - (2.16) 0.73 (1.43) (6.08) 2.05 (4.03)
Plant Equipment
General Reserve
Less: Amortisation of Intangibles as per Oil Palm 10.63 (3.68) 6.95 42.51 (14.71) 27.80 42.51 (13.93) 28.58 42.51 (9.64) 32.87 42.51 (8.03) 34.48 42.51 (2.86) 39.65
Companies Merger Scheme approved by Bombay High
Court ((Refer Note No. 47).
10.63 (3.68) 6.95 42.51 (14.71) 27.80 42.51 (13.93) 28.58 42.51 (9.64) 32.87 40.35 (7.30) 33.05 36.43 (0.81) 35.62
(d) Reconciliation of effective tax rate (Rs. in million)

For the For the year For the year For the year For the year For the year
quarter ended ended March ended March ended March ended March ended March
June 30, 2017 31, 2017 31, 2016 31, 2015 31, 2014 31, 2013
Profit before tax 910.02 2,789.04 2,106.73 2,527.43 1,886.66 1,389.73
Company's domestic tax rate 34.61% 34.61% 34.61% 33.99% 33.99% 33.99%
Tax using the Companys domestic tax rate 314.94 965.23 729.10 859.07 641.28 472.37
Tax effect of:

Income not considered for tax purpose/ Exempt income - (69.22) (112.51) (114.92) (9.69) -
Brought forward losses on which deferred tax asset not recognised - - (38.23) (39.02) 15.12 9.32
Impact due to change in Income tax rate - - 32.64 - - (9.00)
Difference in tax rate -
Incremental tax on account of applicability of MAT - - - - - 6.86
Long term capital gains - (38.29) - - 0.35 -
Deferred Tax liablity on write off of FA to reserves - - - 2.85 - -
DTA created on Short term capital loss c/f of earliers years reversed - - - - 6.97 -
Difference between carry forward DTL on account of amalgamation - - - - (0.66) -
MAT credit utilisation - - - - (3.74) -
Tax benefit on accelarated depreciation/sales of Fixed assets/Indexation of Fixed Assets and Investments - (6.30) - - - -
Reversal of deferred tax on undistributed reserves of CDPL - - (26.67) - - -
Others (4.49) 1.63 (0.28) 6.86 (10.74) 5.22
301.77 720.93 505.50 599.25 508.73 416.32
Current tax 285.01 568.44 450.17 549.47 430.36 273.83

Deffered tax 16.76 152.49 55.33 49.78 78.37 142.49
The Companys weighted average tax rates for the quarter ended June 30, 2017 was 33.2% and for years ended March 31, 2017, 2016, 2015, 2014 and 2013 were 26%, 24%, 24%, 27% and 30%, respectively.
The effective tax rate was lower due to various reasons like weighted deduction on research and development expenses and other specific deductions under Section 35 of the Income Tax Act, 1961 and recognition tax
credit in relation to minimum alternate tax.
422
Note. 45 Capital Management
The companys policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain
future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary
shareholders.
The Company monitors capital using a ratio of adjusted net debt to adjusted equity. For this purpose, adjusted net debt is defined
as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash
equivalents. Adjusted equity comprises all components of equity other than amounts accumulated in the hedging reserve.
The companys adjusted net debt to equity ratio were as follows.
(Rs. in million)
2017 2017 2016 2015 2014 2013
Proforma Proforma
Total Borrowings 5,391.46 4,834.01 12,274.59 6,848.14 6,205.38 4,755.65
Less : Cash and cash equivalent 168.76 373.72 194.65 118.32 1,131.27 209.72
Adjusted net debt 5,222.70 4,460.29 12,079.94 6,729.82 5,074.11 4,545.93
Adjusted equity 9,584.11 9,030.07 6,981.07 5,919.44 4,865.51 4,189.38
Adjusted net debt to adjusted equity ratio 0.54 0.49 1.73 1.14 1.04 1.09
423
Note. 46 Segment reporting
Factors used to identify the entitys reportable segments, including the basis of organisation -
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the group. The CODM, who is
responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the group. The group has
identified the following segments as reporting segments based on the information reviewed by CODM:
1) Animal feed
2) Vegetable Oil
3) Crop Protection
4) Other Business Segment includes, Seed Business, Energy Generation through Windmill, Tissue Culture Business, Real Estate Business and Pure Line Grand
Parent Poultry Business.
Segment Information
Information about Primary business Segments for the year ended June 30, 2017 (Rs. in million)
Total Sales 6,344.64 1,309.09 2,072.18 164.69 - (19.04) 9,871.56

Segment Result 393.84 213.21 615.91 4.80 - - 1,227.76
Unallocated expenditure net of unallocated income - - - - (244.16) - (244.16)
Interest expenses - - - - (79.24) - (79.24)
Interest Income - - - - 5.66 - 5.66
Dividend Income and Profit on sale of Investments - - - - - - -
Profit before Exceptional Items 393.84 213.21 615.91 4.80 (317.74) - 910.02
Exceptional Items -
Profit Before Taxation 393.84 213.21 615.91 4.80 (317.74) - 910.02
Provision for taxation 301.77
Profit after taxation 608.25
Other Information
Segment assets 10,791.56 2,357.24 5,838.01 1,288.45 6,657.75 - 26,933.01
Segment liabilities 8,003.87 392.78 2,246.41 214.53 6,491.31 - 17,348.90
Capital expenditure 72.06 167.06 13.11 0.19 18.69 - 271.12
Depreciation and amortisation 71.12 39.65 7.70 3.54 10.84 - 132.85
424
Total Sales 26,208.22 5,066.42 4,513.22 372.68 - 36,160.54

Segment Result 1,657.11 1,026.01 1,167.98 (116.03) (8.53) 3,726.54
Unallocated expenditure net of unallocated income - - - - (853.99) (853.99)
Interest expenses - - - - (680.36) (680.36)
Interest Income - - - - 103.09 103.09
Dividend Income and Profit on sale of Investments - - - - 293.76 293.76
Profit before Exceptional Items 1,657.11 1,026.01 1,167.98 (116.03) (1,146.03) 2,589.04
Exceptional Items - - - - 200.00 200.00
Profit Before Taxation 1,657.11 1,026.01 1,167.98 (116.03) (946.03) 2,789.04
Profit after taxation 2,068.11
Other Information
Segment assets 9,479.72 1,911.08 4,225.67 648.84 7,727.27 23,992.58
Segment liabilities 7,199.19 173.28 1,378.19 219.23 5,992.62 14,962.51
Capital expenditure 462.76 174.63 69.45 1.14 35.32 743.30
425
Total Sales 25,442.02 4,041.92 3,825.70 350.25 - 33,659.89
Segment Result 1,836.92 616.30 957.91 (135.97) 3,275.16
Interest Income - - - - 78.83 78.83
Profit Before Taxation 1,836.92 616.30 957.91 (135.97) (1,168.43) 2,106.73
Other Information
Segment assets 9,591.18 2,060.30 3,440.85 727.99 8,098.47 23,918.79
Segment liabilities 5,823.20 310.08 1,460.87 533.76 8,809.81 16,937.72
Capital expenditure 518.99 306.35 34.73 26.08 88.18 974.33
Information about Primary business Segments for the year ended March 31, 2015 - Proforma (Rs. in million)
Total Sales 25,429.88 3,937.98 3,352.48 346.81 - 33,067.15
Segment Result 2,108.87 639.17 842.70 (65.82) - 3,524.92
Profit before Exceptional Items 2,108.87 639.17 842.70 (65.82) (1,343.96) 2,180.96
Exceptional Items - - - - 346.47 346.47
Profit Before Taxation 2,108.87 639.17 842.70 (65.82) (997.49) 2,527.43
Other Information
Segment assets 8,197.30 1,868.02 2,361.00 691.48 3,929.43 17,047.23
Segment liabilities 6,141.32 122.56 844.39 440.72 3,578.80 11,127.79
Capital expenditure 736.96 116.52 153.04 0.73 94.72 1,101.97
426
Total Sales 24,232.06 3,574.41 2,852.94 333.00 - 30,992.41
Segment Result 1,750.40 633.44 645.52 (46.60) - 2,982.76
Exceptional Items - - - -
Other Information
Segment assets 6,874.30 2,078.55 1,718.71 582.61 4,216.11 15,470.28
Capital expenditure 1,289.84 294.53 94.69 13.06 125.73 1,817.84
Total Sales 22,388.72 2,752.24 2,198.94 269.10 - 27,609.00

Segment Result 1,418.94 543.40 495.31 (27.70) - 2,429.95
Exceptional Items - - - - - -
Profit after taxation 973.41
Other Information - - - - - -
Segment assets 5,278.67 1,850.20 1,402.97 414.91 3,317.40 12,264.15
Capital expenditure 812.80 398.11 5.17 4.32 483.84 1,704.24
Note 46.1:
(i) The segment revenue in each of the above busines segments consist of sale and scrap sales (net of returns, sales tax, rebate etc.)
(ii) Segment revenue, results, assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.
(iii) There is no customer who contributes more than 10% of total revenues of the Group.
427
Note No. 47 : Amalgamation of Oil Palm Companies

As per the scheme of Amalgamation ("the Scheme") of Godrej Gokarna Oil Palm Ltd (GGOPL), Godrej Oil Palm Ltd (GOPL) and Cauvery Palm Oil Ltd (CPOL), ("the
Transferor Companies"), with Godrej Agrovet Limited (the " Transferee Company"), with effect from April 1, 2011, ("the Appointed date") as sanctioned by the Hon'ble High
Court of Judicature at Bombay ("the Court"), vide its Order dated March 16, 2012, the following entries have been passed.
i Amortisation on Intangible Assets of the Transferor Companies amounting to Rs.10.63 Mn for the quarter ended June 30, 2017, Rs 42.51 Mn in the year ended March 31, 2017,
March 31, 2016, March 31, 2015,March 31, 2014 , March 31,2013 recorded in the books of the Transferee Company are charged against the balance in the General Reserve
Account of the Transferee Company. The Gross Book value of these Assets now held by the transferee Company is Rs. 425.12 Mn
has been credited to the Share Premium Account as per the Scheme.
iii Provision created against the loan advanced to the ESOP Trust of Godrej Industries Limited amounting to Rs. 200 Mn was directly charged against the balance in the Securities
Premium Account of the Transferee Company. During the year ended March 31, 2017, the Company has written back this provision of Rs.2,00 Mn as the said advance has been
recovered and hence, no longer doubtful and the same has been shown as exceptional item.
Had the Scheme not prescribed the above treatment, the balance in the Share Premium Account would have been higher by Rs. 605.53 Mn as at June 30, 2017, March 31, 2017,
March 31 , 2016 , March 31,2015 , March 31,2014 , March 31, 2013, the balance in General Reserve would have been higher by Rs. 199.04 Mn as at June 30, 2017, Rs. 192.09
Mn as at March 31, 2017, Rs. 164.29 Mn as at March 31,2016 , Rs.135.71 Mn as at March 31,2015 , Rs. 102.84 Mn as at March 31,2014 ,by Rs.68.37 Mn as at March 31,2013,
profit for the quarter ended June 30, 2017 would have been lower by Rs 6.95 Mn, for each of the years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014
and March 31, 2013 would have been lower by Rs.27.80 Mn, Rs.28.58 Mn, Rs.32.87 Mn, Rs.34.48 Mn and Rs.39.65 Mn respectively, and the balance in Surplus in statement
of profit & loss would have been lower by Rs 199.04 Mn as at June 30, 2017, Rs. 192.09 Mn as at March 31, 2017, Rs. 164.29 Mn as at March 31,2016 , Rs.135.71 Mn as at
March 31,2015 , Rs. 102.84 Mn as at March 31,2014 ,by Rs. 68.37 Mn as at March 31,2013.
Note No. 48 : Amalgamation of Godrej Gold Coin Aquafeed Limited (GGCAL)

As per the scheme of Amalgamation ("the Scheme") of Godrej Gold Coin Aquafeed Ltd (the Transferor Company), with Godrej Agrovet Limited with effect from April 1,2010,
("the Appointed date") as sanctioned by the Hon'ble High Court of Judicature at Bombay ("the Court"), vide its Order dated January 5, 2011, the following entries have been
passed
i The Intangible assets held by GGCAL amounting to Rs. 166.91 Mn were adjusted against the balance in the Share Premium Account of the Company.
was credited to the Share Premium Account as per the Scheme.
Had the Scheme not prescribed the treatment of adjusting Intangibles against the balance in the Share Premium Account, The balance in Share Premium Account would have been
higher by Rs. 417.48 Mn as at June 30, 2017, March 31,2017 ,March 31, 2016 , March 31,2015 , March 31, 2014 , March 31,2013, the Intangible Assets would have been higher
by Rs. 15.74 Mn as at March 31,2016 , Rs. 40.94 Mn as at March 31,2015 , by Rs. 66.13 Mn as at March 31, 2014, by Rs. 91.33 Mn as at March 31, 2013, the balance at the
beginning of the year in Surplus Account would have been lower by Rs. 166.91 Mn as at June 30, 2017, by Rs. 151.16 Mn as at March 31, 2017, by Rs. 125.97 Mn for the year
2015-16 by Rs. 100.77 Mn for the year 2014-15 , by Rs. 75.58 Mn for the year 2013-14 ,by Rs. 50.38 Mn for the year 2012-13 and the profit would have been lower by Rs. 15.74
Mn for the year 2016-17, by Rs. 25.19 Mn for the year 2015-16 , 2014-15, 2013-14, 2012-13 .
Note No. 49: Amalgamation of Goldmuhor Agrochem & Feeds Limited

a A scheme of Amalgamation ("the Scheme") for the amalgamation of Goldmuhor Agrochem & Feeds Limited (called "the Transferor Company"), with Godrej Agrovet
Limited (the "Transferee Company"), with effect from October 1st, 2013, ("the Appointed date") was sanctioned by the Honorable High Court of Judicature at Bombay
("the Court"), vide its Order dated September 20th, 2013 and certified copies of the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies,
Maharashtra on December 13th , 2013 (the "Effective Date").
b The amalgamation has been accounted for under the "purchase method" as prescribed by the Accounting Standard AS 14 -Accounting for Amalgamations of then Generally
Accepted Accounting Practices and the specific provisions of the Scheme. Accordingly, the Scheme has been given effect to in these accounts and all the assets and
liabilities of the Transferor Company stand transferred to and vested in the Transferee Company with effect from the Appointed Date and are recorded by the Transferee
Company at their book values as appearing in the books of the Transferor Company.
Particulars Rs. In million

Fixed Assets 24.85
Investments 0.03
Other Non Current Assets 0.48
Inventories 54.98
Other Current Assets 0.06
Deferred Tax Liabilities (Net) (0.66)
Long Term Provision (2.57)
Short Term Provision (0.89)
5.90
428
d To give effect to the Honourable Bombay High Court's Order dated September 20th, 2013 regarding Scheme of the Arrangement, the following actions have been
performed.
i The excess of face value of the shares held by the transferee Company over book value of the net assets of the Transferor Company taken over, amounting
to Rs. 7.11 Mn has been debited to the General Reserve Account of the Transferee Company as per the Scheme.
ii The cost and expenses arising out of or incurred in carrying out and implementing the scheme amounting Rs. 4.07 Mn have been directly charged against
the balance in General Reserve Account of the Transferee Company.
iii An amount of Rs. 200.00 Mn standing to the credit of the General Reserve Account of the Transferee Company has been utilised to increase the Reserve
for Employee Compensation Account of the Transferee Company. The expenses in respect of the Company's ESOP scheme will be charged against the
Reserve for Employee Compensation Account.
e Had the Scheme not prescribed the above treatment, the balance in General Reserve would have been higher by Rs. 211.18 Mn as at June 30, 2017, March 31,2017, March
31,2016, March 31, 2015 & March 31, 2014 and the employee benefit expense for year ended March 31, 2017 would have been higher by Rs.198.59 Mn.
f Since the aforesaid scheme of amalgamation of the above mentioned Transferor Company with the Transferee Company, which is effective from October 1st, 2013, has
been given effect to in these accounts, the figures for the year ended March 31 2014 to that extent are not comparable with those of the previous year.
Note No. 50 : Amalgamation of Golden Feed Products Limited.
a A scheme of Amalgamation ("the Scheme") for the amalgamation of Golden Feed Products Limited (called "the Transferor Company"), with Godrej Agrovet Limited (the
"Transferee Company"), with effect from March 31st, 2014, ("the Appointed date") was sanctioned by the Hon'ble High Court of Judicature at Bombay ("the Court"), vide
its Order dated April 29th, 2014 and certified copies of the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on May
09th, 2014 (the "Effective Date").
b The amalgamation has been accounted for under the "purchase method" as prescribed by the Accounting Standard AS 14 -Accounting for Amalgamations then Generally
Accepted Accounting Practices and the specific provisions of the Scheme. Accordingly, the Scheme has been given effect to in these accounts and all the assets and
liabilities of the Transferor Company stand transferred to and vested in the Transferee Company with effect from the Appointed Date and are recorded by the Transferee
Company at their book values as appearing in the books of the Transferor Company.
Fixed Assets 25.29

35.79
d To give effect to the Honourable Bombay High Court's Order dated April 29th, 2014 regarding Scheme of the Arrangement, the following actions have been performed.
i The excess of face value of the shares held by the transferee Company over book value of the net assets of the Transferor Company taken over, amounting
to Rs. 9.71 Mn has been debited to the Surplus in Statement of Profit and Loss as per the Scheme.
ii An amount of Rs. 350.58 Mn standing to the credit of Surplus in Statement of Profit and Loss of the Transferee Company has been utilised to restate/revise
value of certain Assets of the Transferee Company. During the year ended March 31, 2016, an amount of Rs.346.47 Mn has been disclosed as exceptional
item on account of swap of investment in Aadhar Retailing Limited (which was restated as abovementioned) with shares in Future Consumer Enterprises
Limited.
iii The cost and expenses arising out of or incurred in carrying out and implementing the scheme amounting to Rs. 1.35 Mn have been directly charged against
the Surplus in Statement of Profit and Loss of the Transferee Company.
e Had the Scheme not prescribed the above treatment, the Surplus in Statement of Profit and Loss would have been higher by Rs. 360.29 Mn as at June 30, 2017, March 31,
2017, March 31,2016 , March 31,2015 and as at March 31,2014.
f Since the aforesaid Scheme of amalgamation of the above mentioned Transferor Company with the Transferee Company, which is effective from March 31st, 2014, has
been given effect to in these accounts, the figures for the year ended March 31 2014 to that extent are not comparable with those of the previous year.
Note No. 51 : Acquisition of Seeds business.

a A scheme of Arrangement ("the Scheme") for the demerger of Seeds business of Godrej Seeds and Genetics Limited ("the Demerged Company) into Godrej Agrovet
Limited ("the Resulting Company") effect from April 1st, 2015, ("the Appointed date") was sanctioned by the Honorable High Court of Judicature at Bombay ("the Court"),
vide its Order dated January 8th, 2016 and certified copies of the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on
February 9, 2016 (the "Effective Date").
429
b The scheme has accordingly, been given effect to in these accounts and following assets and liabilities were taken over by the Resulting Company::
Fixed Assets 11.81

Inventories 323.60
Non Current Liabilities (2.04)
Short Term Borrowings (325.82)
(119.39)
c To give effect to the Honourable Bombay High Court's Order dated January 8th, 2016 regarding Scheme of the Arrangement, the following actions have been performed.
i The excess of face value of the preference shares held by the transferee Company over book value of the net assets of the Transferor Company taken over, along with face
value of preference shares issued on account the amalgamation, amounting to Rs.169.45 Mn has been debited to the Surplus in Statement of Profit and Loss as per the
Scheme.
ii The cost and expenses arising out of or incurred in carrying out and implementing the scheme amounting to Rs. 1.94 Mn have been directly charged against the Surplus in
Statement of Profit and Loss of the Resulting Company.
d Had the Scheme not prescribed the above treatment, the Surplus in Statement of Profit and Loss would have been higher by Rs. 169.45 Mn as at June 30, 2017, March 31,
2017 and as at March 31, 2016.
430
Note No. 52 : Contingent Liabilities & Commitments
A : Contingent Liabilities (Rs. in million)

2017 2017 2016 2015 2014 2013
Particulars Proforma Proforma
Claims against the Company not acknowledged as debts:
(i) Excise Matter
Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the 988.64 998.88 629.90 545.52 445.87 266.13
Company has contested and is in appeal at various levels
(ii) a Service Tax demand amounting to Rs 0.10 Mn raised by Central Excise Department at Lote in respect of dispute - 0.20 - - - -
arising out of works contract transaction. An equal amount is levied by the department towards interest and penalty.
The Company has preferred an Appeal against this Order of Assessing Officer.
b Service Tax demands relating to reverse charge mechanism for the Services availed. 0.16
(iii) Customs Matter

a The Company has preferred an appeal with the Customs Dept. in the matter of Assessable value of imported Capital 8.58 8.54 - 1.28 1.28 1.28
goods and presently the case is pending with the Commissioner of Customs, Chennai.
b The Company has preferred an appeal with the Custom Dept. in the matter of Assessable value of imported Capital - - - - - 0.11
goods ans presently the case is pending with the commissioner of customs, Chennai.
(iv) Income Tax

a The Company has received a rectification order u/s 154 of Income Tax Act 1961 for AY 2014-15 dated 23.01.2017, 13.24 13.24 - -
as per the said order amount determined to be payable is Rs 13.24 Mn which includes interest amounting to Rs 2.55
Mn.
b The Company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the order of the 14.31 14.31 105.92 -
Assessing Officer for the A.Y 2013-14 in which a demand of Rs.14.31 Mn has been determined to be payable by
the Company.
c The Company has preferred an Appeal before the Commissioner of Income Tax ( Appeals) against the order of the - - 0.50 0.20
Assessing Officer for the A.Y 2012-13 and A.Y 2013-14 in which a demand of Rs 0.20 Mn and Rs 0.30 Mn
respectively has been determined to be payable by the Company. The above demand pertains to Dividend
Distribution Tax paid by Bahar Agrochem & Feeds Ltd (since merged with Godrej Agrovet Ltd) the credit of which
has not been granted by the Income Tax department and disallowances under section 14 A of the Income Tax Act.
d The company has preferred appeal before the Commissioner of Income Tax (Appeals) against the order of the - - - 91.62
Assessing Officer for the A.Y. 2012-13 in which a demand of Rs. 91.62 Mn has been determined to be payable by
the company. The above demand includes taxes amounting to Rs. 76.99 Mn towards which credit has not been
granted by the Income Tax department
(v) Sales Tax Matters -

The Company has preferred an appeal before the Deputy Excise and Taxation Commissioner, Jalandhar against the - - 0.10 0.10 0.10
penalty order issued by the VAT officer for the F.Y. 2010-11
-
The Company has preferred an appeal before the Joint Commissioner, Kashipur against the penalty order issued by - - 1.26 1.26 1.26
the VAT officer for the F.Y 2008-09 & F.Y 2012-13
The company has preferred an appeal before the VAT Tribunal at Bhatinda against the penalty order issued by the - - - 0.17
VAT officer for the F.Y. 2013-14
(vi) Buy-back guarantee issued to Industrial Promotional & Development Company on behalf of Joint Venture. - - 41.13 41.13 50.00 -
(vii) Surety Bond issued in connection with excise matter of a related party 12.07 12.07 12.07 202.81 202.81 -
- - - -
(viii)Guarantees issued by the Banks and counter guaranteed by the company which have been secured by deposits with 47.23 41.01 43.62 35.42 43.96 48.53
bank.
(ix) Gurantee issued to banks on behalf of the Joint Venture Company - - - 70.32 65.97 107.56
(x) Claims against the Company not acknowledge as Debt 89.68 90.59 64.09 67.11 80.29 100.04
B : Commitments (Rs. In million)

2017 2017 2016 2015 2014 2013
Proforma Proforma
Estimated value of contracts remaining to be executed on capital account (net of Advances), to the extent not provided for: 1,002.41 645.53 360.07 256.68 466.88 531.68
Outstanding Export obligation Under EPCG Scheme 347.23 347.23 347.23 347.23 329.01 48.84
Based on the share purchase agreement ("SPA") entered into with the erstwhile promoter of its subsidiary company, Astec Lifesciences Limited, the Company has a commitment to purchase
10% of the subsidiary's Equity shares from erstwhile promoter for a consideration of Rs. 3,69.65 Mn, in case, he exercises his put option available to him as per the SPA.
431
Note No. 53 :Reserve created for employee compensation expenses
To give effect to the Honorable Bombay High Court's Order dated March 8, 2013, an amount of Rs. 1,100.40 Mn standing to the credit of the Securities Premium Account of the Company has
been utilised to create Reserve for Employee Compensation Account. The expense in respect of GAVL ESOP scheme of Rs. 1,100.40 Mn (as of March 31, 2016 Rs. 1,061.42 Mn, March 31,
2015 Rs. 947.76 Mn, March 31, 2014 Rs. 833.88 Mn and March 31, 2013 Rs.720.41 Mn) has been charged against the Reserve for Employee Compensation.
Had the order passed by the Honorable Bombay High Court not prescribed the above treatment, the balance in the Securities Premium Account would have been higher by Rs. 1,100.40 Mn, the
Reserve for employee compensation expenses would have been Nil ( as of March 31, 2016 Rs. 238.98 Mn, March 31, 2015 Rs. 352.64 Mn, March 31, 2014 Rs. 466.52 Mn and March 31, 2013
Rs.379.99 Mn, during the year ended March 31, 2017 ,the employee Benefit expense would have been higher by Rs. 38.98 Mn, year ended March 31, 2016 Rs. 113.66 Mn, year ended March
31, 2015 Rs. 113.88 Mn, year ended March 31, 2014 Rs. 113.47 Mn and year end March 31 2013 Rs. 720.41 Mn and the Opening Balance in the Surplus in the Statement of Profit & Loss of
the year ended March 31, 2017 would have been lower by Rs. 1,061.42 Mn, of the year ended March 31, 2016 by Rs. 947.76 Mn, of the year ended March 31, 2015 by Rs. 833.88 Mn and of
the year ended March 31 2014 by Rs. 720.41 Mn.
Note No.54 : Corporate Social Responsibility expenditure.

Total expenditure incurred on Corporate Social Responsibility activities during the current period is Rs 1.79 Mn (for the year 2016-17 Rs. 40.60 Mn , 2015-16 Rs.21.47 Mn and for the year
2014-15 Rs. 13.02 Mn.)
Amount spent during the year on:

In cash Yet to be TOTAL
paid in
cash
(i) Construction/acquisit - - -
ion of any asset
(ii) On purpose other 1.79 - 1.79
than (i) above
Note No.55 : Managerial Remuneration

During the year ended March 31, 2017, the stock options granted under the Companys stock option scheme were fully vested, exercised and transferred to the eligible employees including the
Managing Director of the Company. The perquisite value of the said stock options have been included in the managerial remuneration which resulted in the same exceeding the limits
prescribed under Section 197 of the Companies Act, 2013 by an amount of Rs. 866.11 Mn. The Company is in the process of obtaining approval from Central Government of India for
ratification of payment of excess remuneration.
Note No.56 : Share issue expense

During the period ended June 30, 2017, the Company was in the process of filing Draft Red Herring Prospectus with SEBI in connection with the proposed issue of Equity Shares of the
Company by way of fresh issue and/ or an offer for sale by the existing shareholders. Accordingly, expenses incurred by the Company aggregating to Rs. 20.90 Mn (including payment to
auditors Rs. 5.90 Mn) in connection with filing of Draft Red Herring Prospectus have been shown under Other current assets. The same will be partly adjusted towards the securities premium
account and partly recoverable from the existing shareholders (to the extent of shares offered for sale by existing shareholders, the expenses incurred by the Company for the proposed issue are
recoverable from them) as per the provisions of the Companies Act, 2013. However, the actual number/ proportion of shares to be offered for sale being not known to the Company as at June
30, 2017 the same has not been bifurcated and is included in Other current assets.
Note No.57 : Lease
The Companys leasing arrangements are in respect of operating leases for premises occupied by the Company. These leasing arrangements are non cancellable, and are renewable on a
periodic basis by mutual consent on mutually acceptable terms.
a. The total of future minimum lease payments under non-cancellable operating leases for each of the following periods :
(Rs. In million)
2017 2017 2016 2015 2014 2013
Particulars Proforma Proforma Proforma
Future lease commitments
- Within one year 26.07 29.57 21.19 23.76 10.22 5.51
- Later than one year and not later than five years 89.68 95.89 73.16 66.60 33.09 20.07
- Later than five years 30.86 27.97 42.54 22.01 34.38 27.87
146.61 153.43 136.89 112.37 77.69 53.45
b. Lease payments recognised in the Statement of Profit & Loss for the year :
Minimum lease payments 49.84 166.94 118.66 72.21 39.82 36.16
432
10 Godrej Agrovet Limited
Note. No. 58: First Time Adoption

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the equity reconciliation
from previous GAAP to Ind AS:
Reconciliation of equity as at March 31, 2016 (Rs. In million)

Notes to First time Ind AS Restatement
adoption adjustments adjustments
ASSETS
Non-current assets
Property, Plant and Equipment 1 6,558.53 94.98 6,653.51 - 6,653.51
Capital work-in-progress 369.52 - 369.52 - 369.52
Other Intangible assets 164.58 - 164.58 - 164.58
Financial Assets
Investments 4,800.48 0.95 4,801.43 - 4,801.43
Loans 3 103.44 (4.10) 99.34 0.45 99.79
Others 3, 4 16.07 - 16.07 1.28 17.35
Other tax assets 4 162.58 (68.95) 93.63 - 93.63
Total non current assets 12,397.87 112.29 12,510.16 1.73 12,511.89
Current Assets
Inventories 9 5,275.82 (47.42) 5,228.40 - 5,228.40
Financial Assets - -
Investments 16.28 - 16.28 - 16.28
Trade receivables 3,661.70 - 3,661.70 0.12 3,661.83
Cash and cash equivalents 7 194.18 0.47 194.65 - 194.65
Bank balance other than Cash and cash equivalents 7 7.14 60.19 67.33 - 67.33
Loans 1,363.10 - 1,363.10 8.34 1,371.44
Others 548.90 - 548.89 2.56 551.45
Total current assets 11,279.77 116.11 11,395.88 11.02 11,406.90
TOTAL ASSETS 23,677.64 228.40 23,906.04 12.75 23,918.79

Equity
Other equity 1 to 12 6,010.31 29.61 6,039.92 15.50 6,055.42
Total Equity 6,935.96 29.61 6,965.57 15.50 6,981.07
Liabilities
Borrowings 90.10 (21.19) 68.91 - 68.91
Other financial liabilities 7 - 65.37 65.37 - 65.37
Provisions 18.35 - 18.35 - 18.35
Total non current liabilities 743.90 135.80 879.70 8.12 887.82
Current liabilities
Borrowings 9 11,455.01 (48.42) 11,406.59 1.50 11,408.09
Trade payables 9 2,346.84 - 2,346.84 (6.93) 2,339.91
Other financial liabilities 10 1,810.56 (12.55) 1,798.01 (2.45) 1,795.56
Other current liabilities 1, 7 375.75 9.85 385.60 (2.99) 382.61
Short term provisions 11 2.49 121.24 123.73 - 123.73
Liabilities for current tax 7.13 (7.13) - - -
Total current liabilities 15,997.78 62.99 16,060.77 (10.87) 16,049.90
Total liabilities 16,741.68 198.79 16,940.47 (2.75) 16,937.72
Total Equity and Liabilities 23,677.64 228.40 23,906.04 12.74 23,918.79
433
Reconciliation of equity as at March 31, 2015 (Rs. In million)
ASSETS
Non-current assets
Property, Plant and Equipment 1 5,006.65 87.13 5,093.78 - 5,093.78
Capital work-in-progress 1,380.49 - 1,380.49 - 1,380.49
Financial Assets - - - -
Investments 1,072.92 (50.00) 1,022.92 103.80 1,126.72
Trade receivables - - - - -
Loans 3 104.35 (4.02) 100.33 0.51 100.84
Others 3, 4 17.03 - 17.03 0.69 17.72
Other tax assets 4 131.07 (12.63) 118.44 - 118.44
Current Assets
Inventories 9 3,600.53 269.44 3,869.97 - 3,869.97
Financial Assets - -
Investments 469.91 - 469.91 (103.80) 366.11
Trade receivables 2,599.59 68.22 2,667.81 0.12 2,667.93
Bank balance other than Cash and cash equivalents 7 6.57 37.96 44.53 - 44.53
Loans 1,145.52 (125.82) 1,019.70 8.34 1,028.04
Others 136.98 (0.17) 136.81 2.56 139.37
Total current assets 8,319.54 360.63 8,680.17 (92.78) 8,587.39
TOTAL ASSETS 16,536.79 456.69 16,993.48 53.75 17,047.23

Equity
Other equity 1 to 12 5,124.60 (127.75) 4,996.85 (3.06) 4,993.79
Total Equity 6,050.25 (127.75) 5,922.50 (3.06) 5,919.44
Liabilities
Borrowings 719.34 - 719.34 1.61 720.95
Other financial liabilities 7 - 44.60 44.60 - 44.60
Provisions 13.84 2.03 15.87 - 15.87
Current liabilities
Borrowings 9 1,862.43 4,261.18 6,123.61 0.47 6,124.08
Trade payables 9 6,087.59 (3,953.46) 2,134.13 (12.73) 2,121.40
Other financial liabilities 10 1,033.12 15.38 1,048.50 (3.04) 1,045.46
Short term provisions 11 4.46 115.50 119.96 - 119.96
Total current liabilities 9,228.44 480.43 9,708.87 (25.25) 9,683.62
Total liabilities 10,486.54 584.44 11,070.98 56.81 11,127.79
434
Reconciliation of equity as at March 31, 2014 - Proforma (Rs. In million)

ASSETS
Non-current assets
Property, Plant and Equipment 1 4,221.31 59.39 4,280.70 (9.94) 4,270.76
Capital work-in-progress 1,471.57 20.00 1,491.57 - 1,491.57
Financial Assets
Non-current investments 1,044.26 (50.00) 994.26 - 994.26
Long-term loans and advances 3 92.01 (4.32) 87.69 1.29 88.98
Others 3, 4 17.36 - 17.36 0.16 17.52
Other tax assets 4 104.18 - 104.18 - 104.18
Total non current assets 7,551.47 68.52 7,619.99 (8.49) 7,611.50
Current Assets
Inventories 9 3,062.28 124.83 3,187.11 - 3,187.11
Trade and other receivables 2,191.71 52.47 2,244.18 - 2,244.18
Cash and cash equivalents 7 1,128.37 2.90 1,131.27 - 1,131.27
Bank balance other than Cash and cash equivalents 7 6.42 - 6.42 - 6.42
Short-term loans and advances 964.32 (22.20) 942.12 8.32 950.45
Others 107.39 - 107.39 2.56 109.94
Other current assets 3, 11 142.45 86.95 229.40 0.01 229.41
- - - -
TOTAL ASSETS 15,154.41 313.47 15,467.88 2.40 15,470.28
Equity
Other equity 1 to 12 4,334.83 375.52 4,710.35 22.92 4,733.27
Total Equity 4,461.20 381.39 4,842.59 22.92 4,865.51
Liabilities
Long term borrowings 1,642.44 - 1,642.44 7.33 1,649.77
Other non-current financial liabilities 7 11.15 - 11.15 - 11.15
Long term provisions 15.98 1.18 17.16 - 17.16
Current liabilities
Short term borrowings 9 39.13 4,513.78 4,552.91 - 4,552.91
Trade and other payables 9 6,712.96 (4,401.70) 2,311.26 (17.33) 2,293.93
Other financial liabilities 10 1,085.23 38.33 1,123.56 (10.61) 1,112.95
Short term provisions 11 430.85 (328.45) 102.40 - 102.40
Liabilities for current tax
- - - -
- - - -
435
Reconciliation of equity as at March 31, 2013 - Proforma (Rs. In million)
ASSETS
Non-current assets
Property, Plant and Equipment 1 2,811.05 12.89 2,823.94 (0.72) 2,823.22
Capital work-in-progress 1,245.83 - 1,245.83 - 1,245.83
Non-current investments 1,323.90 - 1,323.90 - 1,323.90
Long-term loans and advances 3 199.51 (2.27) 197.24 21.11 218.35
Others 3, 4 16.30 - 16.30 0.15 16.45
Other tax assets 4 111.53 - 111.53 - 111.53
Current Assets
Inventories 9 2,600.66 34.18 2,634.84 - 2,634.84
Current investments - - - - -
Trade and other receivables 1,741.85 37.83 1,779.68 - 1,779.68
Bank balance other than Cash and cash equivalents 7 6.41 - 6.41 - 6.41
Short-term loans and advances 768.11 (9.63) 758.48 8.28 766.76
Others 39.80 5.31 45.11 2.55 47.66
Other current assets 3, 11 285.98 63.18 349.16 (0.25) 348.91
- -
TOTAL ASSETS 12,032.10 193.96 12,226.06 38.09 12,264.15

Equity
Other equity 1 to 12 3,736.96 273.34 4,010.30 46.84 4,057.14
Total Equity 3,863.33 279.21 4,142.54 46.84 4,189.38
Liabilities
Long term borrowings 1,046.40 - 1,046.40 3.93 1,050.33
Long term provisions 15.71 0.90 16.61 - 16.61
Deferred tax liabilities(net) 4 355.69 6.62 362.31 31.22 393.53
Current liabilities
Short term borrowings 9 350.00 3,354.63 3,704.63 0.42 3,705.05
Trade and other payables 9 5,093.42 (3,256.23) 1,837.19 (18.96) 1,818.23
Other financial liabilities 10 779.84 11.98 791.82 (7.25) 784.57
Short term provisions 11 296.79 (226.56) 70.23 (0.01) 70.22
- -
- -
436
Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following table represents the total comprehensive
income reconciliation from previous GAAP to Ind AS:
Reconciliation of toal comprehensive income for the year 2015-16 (Rs. In million)

Revenue
I. Revenue from Operations 11 35,384.98 (1,725.09) 33,659.89 (0.00) 33,659.89
II. Other income 1b, 12 522.76 30.13 552.89 (12.31) 540.58
III. Total Revenue 35,907.74 (1,694.96) 34,212.77 (12.31) 34,200.47
IV. Expenses
Cost of materials consumed 9,11 25,431.14 (389.45) 25,041.69 (0.05) 25,041.64
Purchases of Stock-in-Trade 11 1,692.92 52.30 1,745.22 - 1,745.22
progress and Stock-in-Trade (247.82) (0.43) (248.25) - (248.24)
Finance costs 9 526.02 384.79 910.81 - 910.81
Depreciation and Amortisation Expenses 1b 435.86 5.76 441.62 - 441.62
Other Expenses 9 4,600.85 (1,749.32) 2,851.53 (0.01) 2,851.52
Total Expenses 33,813.68 (1,719.89) 32,093.79 (0.05) 32,093.74
V. Profit Before Exceptional and Extraordinary Items and 2,094.06 24.93 2,118.99 (12.26) 2,106.73
Tax
VI. Exceptional Items - - - - -
VII. Profit Before Tax 2,094.06 24.93 2,118.99 (12.26) 2,106.73
VIII. Tax expense: 500.90 35.42 536.32 (30.82) 505.50
Current Tax 4 438.35 11.83 450.18 (0.01) 450.17
Deferred Tax 4 110.53 (24.39) 86.14 (30.81) 55.33
IX. Profit/(Loss) for the year Period after Tax 1,593.16 (10.49) 1,582.67 18.56 1,601.23

reclassifed to profit or loss - 8.15 8.15 - 8.15
XI. Total comprehensive income for the year 1,593.16 (25.88) 1,567.28 18.56 1,585.84
Reconciliation of toal comprehensive income for the year 2014-15 - Proforma (Rs. In million)

Revenue
I. Revenue from Operations 11 34,650.63 (1,583.48) 33,067.15 - 33,067.15
II. Other income 1b, 12 165.33 (24.63) 140.70 9.18 149.88
III. Total Revenue 34,815.96 (1,608.11) 33,207.85 9.18 33,217.03
IV. Expenses
Purchases of Stock-in-Trade 11 1,420.97 - 1,420.97 - 1,420.97
Employee Benefits Expenses 13 1,281.49 46.52 1,328.01 - 1,328.01
Finance costs 9 287.09 367.06 654.15 - 654.15
Depreciation and Amortisation Expenses 1b 364.90 6.44 371.34 (1.59) 369.75
Other Expenses 9 4,203.97 (1,660.06) 2,543.91 19.91 2,563.82
Total Expenses 32,534.24 (1,514.74) 31,019.50 16.57 31,036.07
V. Profit Before Exceptional and Extraordinary Items and 2,281.72 (93.37) 2,188.35 (7.38) 2,180.96
Tax
VI. Exceptional Items 346.47 - 346.47 - 346.47
VII. Profit Before Tax 2,628.19 (93.37) 2,534.82 (7.39) 2,527.43
VIII. Tax expense: 596.92 (21.82) 575.10 24.15 599.25
Current Tax 4 541.71 7.76 549.47 - 549.47
Deferred Tax 4 67.92 (42.29) 25.63 24.15 49.78
IX. Profit/(Loss) for the year Period after Tax 2,031.27 (71.55) 1,959.72 (31.54) 1,928.18

XI. Total comprehensive income for the year 2,031.27 (86.61) 1,944.66 (31.54) 1,913.12
437

Revenue
I. Revenue from Operations 11 32,400.01 (1,407.60) 30,992.41 - 30,992.41
II. Other income 1b, 12 166.56 (5.95) 160.61 (11.74) 148.87
III. Total Revenue 32,566.57 (1,413.55) 31,153.02 (11.74) 31,141.28
# -
IV. Expenses
Employee Benefits Expenses 13 1,231.33 56.69 1,288.02 (0.07) 1,287.95
Finance costs 9 78.58 319.04 397.62 - 397.62
Depreciation and Amortisation Expenses 1b 260.64 1.63 262.27 11.39 273.66
Other Expenses 9 3,722.19 (1,484.22) 2,237.97 19.70 2,257.67
Total Expenses 30,594.54 (1,366.60) 29,227.94 26.68 29,254.62
V. Profit Before Exceptional and Extraordinary Items and 1,972.03 (46.95) 1,925.08 (38.42) 1,886.66
Tax
VII. Profit Before Tax 1,972.03 (46.95) 1,925.08 (38.42) 1,886.66
VIII. Tax expense: 533.37 (11.59) 521.78 (13.05) 508.73
Current Tax 4 429.87 0.49 430.36 - 430.36
Deferred Tax 4 103.50 (12.08) 91.42 (13.05) 78.37
IX. Profit/(Loss) for the year Period after Tax 1,438.66 (35.36) 1,403.30 (25.37) 1,377.93

-
-
Other comprehensive income (net of tax) (0.94) (0.94) - (0.94)
-
XI.Total comprehensive income for the year 1,438.66 (36.30) 1,402.36 (25.37) 1,376.99

Revenue
I. Revenue from Operations 11 28,525.97 (916.97) 27,609.00 - 27,609.00
II. Other income 1b, 12 128.93 (6.61) 122.32 (10.19) 112.13
III. Total Revenue 28,654.90 (923.58) 27,731.32 (10.19) 27,721.13
IV. Expenses
Employee Benefits Expenses 13 1,019.90 17.14 1,037.04 - 1,037.04
Finance costs 9 231.17 251.29 482.46 - 482.46
Depreciation and Amortisation Expenses 1b 187.14 0.84 187.98 4.20 192.18
Other Expenses 9 3,120.91 (1,007.51) 2,113.40 19.88 2,133.28
Total Expenses 27,245.61 (935.18) 26,310.43 20.97 26,331.40
V. Profit Before Exceptional and Extraordinary Items and 1,409.29 11.60 1,420.89 (31.16) 1,389.73
Tax
VII. Profit Before Tax 1,409.29 11.60 1,420.89 (31.16) 1,389.73
VIII. Tax expense: 407.70 8.95 416.65 (0.33) 416.32
Current Tax 4 267.96 5.87 273.83 - 273.83
Deferred Tax 4 149.37 3.08 152.45 (9.96) 142.49
Adjustment for Tax of Previous Years (net) (9.63) - (9.63) 9.63 -
IX. Profit/(Loss) for the year Period after Tax 1,001.59 2.65 1,004.24 (30.83) 973.41


- -
XI. Total comprehensive income for the year 1,001.59 (8.76) 992.83 (30.83) 962.00
438
B. Reconciliation of statement of Equity as previously reported under IGAAP and Ind AS (Rs. In million)
March 31, March 31,
2014 2013
Particulars March 31,2016 March 31,2015 Proforma Proforma
Total Equity as per Indian GAAP 6,936.03 6,050.25 4,461.20 3,863.33
Consolidation of GSGL - (169.39) (83.59) 39.10

Fair Valuation of Assets and Provision for returns (10.20) (13.43) (6.09) (9.75)
Tax adjustments 48.60 61.19 25.02 (14.86)
Other IND AS adjustments (8.86) (6.20) 446.05 264.72
Total Equity as per IND AS 6,965.57 5,922.42 4,842.59 4,142.54
(Rs. In
C. Reconciliation of Statement of Profit and Loss as previously reported under IGAAP and IND AS million)
March March
31,2015 March 31,2014 31,2013
Particulars March 31,2016 Proforma Proforma Proforma
Net Profit after tax as per IGAAP 1,593.16 2,031.27 1,438.66 1,001.59
Reclass of actuarial loss 23.54 22.82 1.43 17.28

Impact on account of Acceptances reclassified as borrowing (3.33) (9.76) 13.97 (14.92)
Tax on Ind AS adjustments (32.88) 21.82 11.59 (8.86)
Other Ind AS adjustments 2.19 (106.43) (62.36) 9.14
Net Profit after tax as per Ind AS 1,582.68 1,959.72 1,403.29 1,004.23
D. Impact of Ind AS adoption on Cash Flows (Rs. In million)

For the year ended March 31, 2016
Net Cash flow from Operating Activities 201.91 231.72 433.63

Net Cash flow from Investing Activities (4,212.71) - (4,212.71)
Net Cash flow from Financing Activities 4,087.61 (232.20) 3,855.41
Net Increase in Cash and Cash Equivalent 76.81 (0.48) 76.33
Cash and Cash Equivalent as at April 1, 2015 116.19 2.13 118.32
Seeds Business of Godrej Seeds and Genetics Limited 1.19 (1.19) -
Cash and Cash Equivalent as at March 31, 2016 194.19 0.46 194.65
For the year ended March 31, 2015 - Proforma

Net Cash flow from Operating Activities 517.05 174.93 691.98

Net Cash flow from Investing Activities (1,306.56) (17.44) (1,324.00)
Net Cash flow from Financing Activities (217.26) (163.67) (380.93)
Net Increase in Cash and Cash Equivalent (1,006.77) (6.18) (1,012.95)
Cash and Cash Equivalent as at April 1, 2014 1,128.37 2.90 1,131.27
Less: Opening Cash & Cash equivalents removed (5.41) 5.41 -

Net Cash flow from Operating Activities 2,840.17 (937.49) 1,902.68

Net Cash flow from Financing Activities (87.38) 888.61 801.23
Goldmuhor Agrochem & Feeds Limited 4.51 - 4.51
Golden Feed Products Limited 1.32 - 1.32
Cash and Cash Equivalent as at March 31, 2014 1,128.37 2.90 1,131.27

Net Cash flow from Operating Activities 951.95 (277.43) 674.52

Net Cash flow from Investing Activities (1,707.57) (4.62) (1,712.19)
Net Cash flow from Financing Activities 781.36 282.66 1,064.02
439
1. Property Plant and Equipment (PPE)
a) On transition to Ind AS, the Company has elected to continue with the carrying value of all its property, plant
and equipment recognised as at April 1, 2015 measured as per the IGAAP and use that carrying value as the
deemed cost of the property, plant and equipment.
b) Under Ind AS, government grants relating to property, plant and equipment are required to be presented on a
gross basis as an addition to the related asset & as deferred government grant, and the same is recognised in
the statement of profit & loss on a systematic basis over the useful life of the asset.
Under IGAAP, for certain grants the Company presented the amount received as part of the reserves and
surplus, while for the remaining grants, the carrying value of the related property plant and equipment are
reduced by the amount of the grant.
2. Biological Assets other than bearer plants:
Under IGAAP, biological assets are measured at cost. Ind AS requires all biological assets to be measured on each
reporting date at their respective fair values with the fair value changes being recognised in the Statement of Profit and
Loss. The impact as of the date of transition has been adjusted through retained earnings.
3. Financial Assets/ liabilities:

Under Ind AS, financial instruments are required to be measured at fair value on initial recognition with the respective
instrument being subsequently measured at amortised cost with reference to the discount rate used for determining fair
value on initial recognition. The difference between the transaction price and fair value has been appropriately adjusted
for the respective arrangement.
4. Deferred Tax Asset/Liability:
Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences
between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for deferred taxes
using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or
liability in the balance sheet and its tax base. The application of the balance sheet approach has resulted in recognition
of deferred tax on new temporary differences which was not required under Indian GAAP.
Further, corresponding impact of all Ind AS adjustments (as applicable) has been considered. Minimum Alternate Tax
related credit has been reclassified to deferred tax.
5. Under Ind AS, redeemable preference shares are classified as financial liabilities with the dividend payout (if any)
being reflected as finance cost.
6. Interest bearing loans and borrowings

Under Indian GAAP, transaction costs incurred in connection with interest bearing loans and borrowings are
recognised upfront and charged to profit or loss for the period. Under Ind-AS, transaction costs are included in the
initial recognition of financial liability and charged to profit or loss using the effective interest method.
440
7. Company's ESOP Trust

The Company has set up an ESOP Trust (the Trust) to administer the ESOP scheme for its employees. On
consolidation of the Trust, in addition to elimination of transactions between the Company and the Trust, shares of the
Company held by the Trust have been presented as a reduction from Shareholders' Funds as Treasury Shares. Other
assets and liabilities of the Trust have been presented in the respective sections.
8. Offsetting:
Financial assets and financial liabilities which were offset under Indian GAAP but do not meet the offsetting criteria
have been shown gross under Ind AS.
9. Acceptances:
Acceptances earlier classified as trade payables have been reclassified to short term borrowings.
Application of derecognition requirements prescribed under Ind AS 109 have resulted in derecognition of trade
payables and recognition of borrowings towards supplier financing facilities of the Company. Corresponding impact of
such derecognition and finance cost have been considered in inventories, borrowings, trade and other payables , cost of
materials consumed and finance cost .
10. Derivative contracts:

Under Indian GAAP, the premium and discount on forward contracts were amortised over the contract period.
However, under Ind AS such premium or discount is recognised upfront in the profit and loss account and the mark-to-
market on such derivative contracts are to be recognised as derivative asset/liability.
11. Revenue from Operations:

Under Ind AS, revenue is required to be measured at the fair value of the consideration receivable net of expected sales
returns, rebates, discounts etc.
12. Other Income:

Under Ind AS, corporate guarantee issued on behalf of joint venture without any commission has been measured at fair
value with corresponding impact adjusted with investment in the respective joint venture. Consequently, guarantee
commission for the respective period has been recognised through income statement.
13. Employee benefit:

Both under Indian GAAP and Ind AS the Company recognised costs related to post-employment defined benefit plan
on an actuarial basis. Under Indian GAAP, actuarial gains and losses are charged to profit or loss, however in Ind AS
the actuarial gains and losses are recognised through other comprehensive income.
441
Annexure VI - Notes to Restated standalone financial information
In compliance with Ind AS 24 - Related Party Disclosures, as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016 the required
disclosures are given below:
1 Relationships:
(i) Holding Companies:

Godrej Industries Limited (GIL), Holding Company holds 63.67% Equity Shareholding in Godrej Agrovet Limited (GAVL) as on March 31, 2017.
GIL was a subsidiary of Godrej & Boyce Manufacturing Company Limited (G&B) till March 29, 2017. Consequently, G&B was also the Ultimate Holding Company of GAVL till March 29, 2017 and ceased to be so w.e.f.
March 30, 2017.
GIL became a subsidiary of Vora Soaps Limited (VSL) w.e.f. March 30, 2017. Consequently, VSL is the Ultimate Holding Company of GAVL w.e.f. March 30, 2017.
(ii) Subsidiary Companies:

1 Golden Feed Products Limited (till Marh 31, 2014 the effecet date of Merger)
2 Goldmohur Agrochem & Feeds Limited (from January 2, 2013,till December 12, 2013 the effecet date of Merger)
3 Godvet Agrochem Limited (Incorporate on January 22, 2014)
4 Godrej Seeds & Genetics Limited (upto March 18, 2017)
5 Astec LifeSciences Limited (a Subsidiary w.e.f. 6th November, 2015)
6 Behram Chemicals Private Limited (a subsidiary of Astec LifeSciences Limited)
7 Astec Europe Sprl (a subsidiary of Astec LifeSciences Limited)
8 Comercializadora Agricola Agroastrachem Cia Ltda (a subsidiary of Astec LifeSciences Limited)
9 Creamline Dairy Products Limited (a Subsidiary w.e.f. 21st December, 2015)
10 Nagavalli Milkline Private Limited (a subsidiary of Creamline Dairy Products Limited)
11 Astec Crop Care Private Limited (a subsidiary of Astec LifeSciences Ltd up to 17th February, 2016)
(iii) Fellow Subsidiaries:
A. Subsidiaries of Godrej & Boyce Mfg. Co. Ltd. (G&B), Fellow subsidiaries upto March 29, 2017 :
1 Godrej Infotech Ltd.

2 Wadala Commodities Ltd. (merged with Godrej Industries Ltd. w.e.f. 21st November, 2014)
3 Godrej (Malaysia) Sdn. Bhd. (incorporated in Malaysia)
4 Godrej (Singapore) Pte. Ltd., (Incorporate in Singapore)
5 Veromatic International BV, (Incorporate in Netherlands)
6 Busbar Systems (India) Ltd. (from 1st February, 2013)
7 Mercury Mfg. Co. Ltd.
8 East View Estates Pvt. Ltd. (a wholly-owned subsidiary w.e.f. 31st March, 2015)
9 First Rock Infrastructure Pvt. Ltd. (a wholly-owned subsidiary w.e.f. 31st March, 2015)
10 Miracletouch Developers Pvt. Ltd. (a wholly-owned subsidiary w.e.f. 31st March, 2015)
11 Godrej Americas Inc., USA
12 India Circus Retail Pvt. Ltd.
B. Subsidiaries of Godrej Industries Ltd. (GIL) :
1 Godrej Properties Ltd. (GPL)

2 Ensemble Holdings & Finance Ltd.
3 Godrej International Ltd., (Incorporated in the Isle of Man)
4 Natures Basket Ltd.
5 Godrej International Trading & Investments Pte Ltd., (Incorporate in Singapore)
6 Godrej International Ltd., Labuan Malaysia
7 Swadeshi Detergents Limitied (a subsidiary of Godrej Industries Ltd from 20th March, 2013 Merged into Godrej Industries Ltd w.e.f. 6th September, 2013)
8 Godrej Hershey Limited (upto Sept 27, 2012)
C. Subsidiaries of Godrej Properties Limited (GPL) :
1 City Infraprojects Limited

2 Godrej Realty Pvt. Ltd.
3 Godrej Real Estate Pvt. Ltd.
4 Godrej Buildcon Pvt. Ltd.
5 Godrej Projects Development Pvt. Ltd. (GPDPL)
6 Godrej Redevelopers (Mumbai) Pvt. Ltd. (a subsidiary of GPDPL w.e.f 8th February, 2013)
7 Godrej Garden City Properties Pvt. Ltd.
8 Godrej Landmark Redevelopers Pvt. Ltd.
9 Godrej Green Homes Ltd. (a subsidiary in corporated on 24th December, 2013)
10 Godrej Home Developers Pvt. Ltd.
11 Godrej Hillside Properties Pvt. Ltd.
12 Godrej Prakriti Facilities Private Limited (a subsidiary of Happy Highrises Ltd.)
13 Godrej Investment Advisers Private Limited
14 Godrej Highrises Properties Private Limited
15 Godrej Genesis Facilities Management Private Limited (a subsidiary of Happy Highrises Ltd.)
16 Godrej Residency Private Limited
17 Godrej Skyline Developers Private Limited
18 Godrej Vikhroli Properties India Limited (Godrej Vikhroli Properties LLP converted into a Public Limited Company)
19 Prakritiplaza Facilities Management Private Limited
20 Godrej Waterside Properties Pvt. Ltd. (merged with Godrej Properties Ltd. w.e.f. 29th April, 2013)
21 Godrej Developers Pvt. Ltd. (a subsidiary of Godrej Projects Development Pvt. Ltd. w.e.f. 6th December, 2013) Conversion from Pvt Ltd to Public Ltd w.e.f 1st November, 2013) and merged into GPDPL w.e.f. 30th April,
2014)
22 Happy Highrises Ltd.
23 Godrej Estate Developers Ltd. (formerly Godrej Estate Developers Pvt. Ltd. - (a subsidiary of GSVPL w.e.f. 11th November, 2013 and merged with GSVPL w.e.f. 12th April, 2014)
24 Godrej Buildwell Pvt. Ltd.
25 Godrej Premium Builders Pvt. Ltd.
26 Godrej Nandhi Hills Project Pvt. Ltd. (merged with GPL w.e.f 30th April, 2014)
27 Wonder City Buildcon Pvt. Ltd. ( a subsidiary till June 24, 2014.)
29 Mosiac Landmarks LLP
442

38 Godrej Land Developers LLP
39 Godrej Developers & Properties LLP
40 Godrej Highrises Realty LLP
41 Godrej Project Developers & Properties LLP
42 Godrej Highview LLP
43 Prakhhyat Dwellings LLP
44 Godrej Skyview LLP
45 Bavdhan Realty @ Pune 21 LLP
46 Godrej Green Properties LLP
47 Godrej Projects (Pune) LLP
48 Godrej Projects (Bluejay) LLP
49 Godrej Projects (Soma) LLP
50 Godrej Century LLP
51 Godrej Sea view Property Ltd (GSVPL) (megged with GPL w.e.f. 30th April, 2014)
52 Godrej Greenview Housing Private Limited (a subsidiary w.e.f. 15th May,2015)
53 Wonder Projects Development Private Limited (asubsidiary w.e.f. 24th June, 2015)
D. Subsidiaries of Godrej Infotech Ltd. (Fellow subsidiaries upto March 29, 2017) :
1 Godrej Infotech Americas Inc., North Carolina, USA

2 Godrej Infotech (Singapore) Pte. Ltd., Singapore
3 LVD Godrej Infotech NV, Belgium
E. Subsidiary of Godrej (Malaysia) Sdn. Bhd.:
G&B Enterprises (Mauritius) Pvt. Ltd. (incorporated in Mauritius) (a wholly-owned subsidiary of Godrej (Malaysia) Sdn. Bhd.)
F. Subsidiaries of Godrej (Singapore) Pte. Ltd. (Fellow subsidiaries upto March 29, 2017) :
1 JT Dragon Pte. Ltd., Singapore

2 Godrej (Vietnam) Co. Ltd., Vietnam (a wholly owned subsidiary of JT Dragon Pte. Ltd.)
G. Subsidiaries of Veromatic International BV:
1 Veromatic Services BV (incorporated in the Netherlands)

2 Prowama Trading BV (incorporated in the Netherlands) (formerly Water Wonder Benelux BV) liquidated on 28th December 2015
H. Other Fellow Subsidiaries (where Godrej & Boyce Mfg. Co. Ltd. owns directly and/or indirectly through one or more subsidiaries, more than one-half of the equity share capital) (Fellow subsidiaries upto March
29, 2017) :
1 Godrej Consumer Products Ltd. (GCPL)

2 Godrej One Premises Management Private Limited
I. Other Associates of Godrej & Boyce Mfg. Co. Ltd.:

1 Godrej & Boyce Enterprises LLP
2 JNG Enterprise LLP
3 RKN Enterprise LLP
4 ABG Venture LLP
5 NBG Enterprise LLP
6 SVC Enterprise LLP
7 Godrej Vikhroli Properties LLP
9 Mosaic Landmarks LLP
17 Godrej Land Developers LLP (w.e.f 22nd April, 2015)
18 Godrej Developers & Properties LLP (w.e.f. 22nd April, 2015)
19 Godrej Highrises Realty LLP (w.e.f. 22nd April, 2015)
20 Godrej Project Developers & Properties LLP (w.e.f 16th June, 2015)
21 Amitis Developers LLP
23 Sheetak Inc.
24 Urban Electric Power LLC
25 Future Factory LLP
27 Proboscis Inc., USA
443
J. Subsidiaries and Sub-subsidiaries of Godrej Consumer Products Limited (GCPL) (Fellow subsidiaries upto March 29, 2017) :
1 Godrej South Africa (Proprietary) Ltd., South Africa (formerly, Rapidol (Pty) Ltd.)
2 Godrej Netherlands BV, Netherlands
3 Godrej UK Ltd. (a subsidiary of Godrej Netherlands BV)
4 Godrej Consumer Products Holding (Mauritius) Ltd., (In Corporated Mauritius)
5 Godrej Global Mid East FZE (incorporated in Sharjah, U.A.E.) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)
6 Godrej Consumer Products Mauritius Ltd., Mauritius
7 Godrej Household Products Lanka (Private) Ltd., (In Corporatged in Sri Lanka)
8 Godrej Household Products Bangladesh Pvt. Ltd., (In Corporated in Bangladesh)
9 Godrej Consumer Products Bangladesh Ltd., (In Corporated in Bangladesh)
10 Godrej Mauritius Africa Holdings Ltd., (In Corporated in Mauritius)
11 Godrej West Africa Holdings Ltd., Mauritius (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
12 Godrej Consumer Products (UK) Ltd. (a subsidiary of Godrej UK Ltd.)
13 Godrej Consumer Investments (Chile) Spa, Chile (a subsidiary of Godrej Netherlands BV)
14 Godrej Mideast Holdings Limited, Dubai (a subsidiary of Godrej Indonesia IP Holdings Limited)
15 Godrej Holdings (Chile) Limitada, Chile (a subsidiary of Godrej Consumer Investments (Chile) Spa)
16 Cosmetica Nacional, Chile (a subsidiary of Godrej Holdings (Chile) Limitada)
17 Plasticos Nacional, Chile (a subsidiary of Cosmetica Nacional)
18 Kinky Group (Proprietary) Ltd. (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
19 Godrej Nigeria Ltd., Nigeria (a subsidiary of Godrej Consumer Products Mauritius Ltd.)
20 Indovest Capital Ltd., Malaysia (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)
21 Godrej Consumer Products Dutch Cooperatief UA, Netherlands (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)
22 Godrej Consumer Products (Netherlands) BV, Netherlands (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)
23 Godrej Consumer Holdings (Netherlands) BV, Netherlands (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)
24 PT Megasari Makmur, Indonesia (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
25 PT Intrasari Raya, Indonesia (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
26 PT Ekamas Sarijaya, Indonesia (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
27 PT Indomas Susemi Jaya, Indonesia (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
28 PT Sarico Indah, Indonesia (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
29 Panamar Produccioness Srl, Argentina (a subsidiary of Godrej Netherlands Argentina BV)
30 Argencos S.A., Argentina (a subsidiary of Godrej Netherlands Argentina BV)
31 Laboratoria Cuenca S.A., Argentina (a subsidiary of Godrej Netherlands Argentina BV)
32 Deciral Ltd., Uruguay (a subsidiary of Laboratoria Cuenca S.A.)
33 Issue Group Brazil Ltda., Brazil (a subsidiary of Godrej Netherlands Argentina BV)
34 Consell S.A ., Argentina (a subsidiary of Laboratoria Cuenca S.A.)
35 Subinite Pty. Ltd., South Africa (a subsidiary of Godrej West Africa Holdings Ltd.)
36 Lorna Nigeria Ltd., Nigeria (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
37 Weave IP Holding Mauritius Pvt. Ltd., Mauritius (a subsidiary of Godrej West Africa Holdings Ltd.)
38 Weave Trading Mauritius Pvt. Ltd., Mauritius (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
39 Hair Trading (Offshore) S. A. L., Lebanon (a subsidiary of Weave Trading Mauritius Pvt Ltd.)
40 Weave Mozambique Limitada, Mozambique (a subsidiary of Godrej West Africa Holdings Ltd.)
41 Godrej East Africa Holdings Ltd., Mauritius (a subsidiary of Godrej Consumer Products Ltd.)
42 Style Industries Ltd., Kenya (a subsidiary of DGH Phase Two Mauritius Pvt. Ltd.)
43 DGH Phase Two Mauritius, Mauritius (a subsidiary Godrej East Africa Holdings Ltd.)
44 Godrej Tanzania Holdings Ltd., Mauritius (a subsidiary of Godrej Consumer Products Ltd.)
45 DGH Tanzania Ltd., Tanzania (a subsidiary of Godrej Tanzania Holdings Ltd.)
46 Sigma Hair Ind. Ltd., Tanzania (a subsidiary of DGH Tanzania Ltd.)
47 Weave Ghana Ltd., Ghana (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
48 Godrej Consumer Products US Holding Limited, Mauritius
49 Darling Trading Company Ltd., Mauritius (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
50 Godrej Africa Holdings Ltd., Mauritius (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
51 Godrej Indonesia IP Holdings Ltd., Mauritius (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)
52 Frika Weave (Pty) Ltd., South Africa (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
53 Belaza Mozambique LDA
54 Charm Industries Ltd.
55 Canon Chemicals Ltd.
56 Godrej Hair Weave Nigeria Ltd.
57 Godrej International Trading Company, Sharjah
58 DGH Angola (name changed from Godrej Megasari Holdings incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd. w.e.f. 18th March, 2015)
59 Godrej Hair Care Nigeria Limited
60 Godrej Household Insecticide Nigeria Ltd.
61 Hair Credentials Zambia Limited
62 Godrej SON Holdings Inc., USA
63 Old Pro International Inc
64 Strength of Nature LLC, USA
65 Strength of Nature South Africa Proprietary Limited
66 Style Industries Uganda Limited
67 Weave Senegal Ltd.
68 DGH Uganda
69 Godrej Consumer Products FZCO
70 Godrej Hygiene Products Ltd. (merged with GCPL w.e.f 7th September, 2013)
71 Godrej Weave Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
72 Godrej Consumer Products Holdings (UK) Ltd. (incorporated in the United Kingdom, a subsidiary of Godrej Netherlands BV)
73 Inecto Manufacturing Ltd. (a subsidiary of Keyline Brands Ltd.)
74 Godrej Kinky Holdings Ltd. (a subsidiary of Godrej Consumer Products Mauritius Ltd.)
75 Kinky Group Pty Ltd. (a subsidiary of Godrej Kinky Holdings Ltd.)
76 Godrej Consumer Investments Holding Ltd. ( a subsidiary of Godrej Consumer Products Mauritius Ltd.)
77 Godrej Indonesia Netherlands Holding BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA) BV w.e.f 30th September, 2013)
78 PT Simba Indosnack Makmur (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV upto 21st March, 2013)
79 Godrej Argentina Dutch Cooperatief UA (incorporated in Netherlands) (a subsidiary of Godrej Consumer Products Mauritius Ltd.)
80 Godrej Netherlands Argentina Holding BV . (incorporated in Netherlands) (a subsidiary of Godrej Argentina Dutch Cooperatief UA)
81 Godrej Netherlands Argentina BV (incorporated in the Netherlands) (a subsidiary of Godrej Argentina Dutch Cooperatief UA)
82 Issue Group Uruguay S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)
83 Deciral S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)
84 Godrej Consumer Products Nepal Pvt. Ltd.
85 DGH Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Weave Holdings Ltd.)
86 Weave Business Holdings Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of DGH Phase Two Mauritius Pvt. Ltd.)
87 Frika Pty. Ltd. (incorporated in South Africa) (a subsidiary of DGH Mauritius Pvt. Ltd. w.e.f. 1st October, 2014)
88 DGH Phase 3 Mauritius Pvt. Ltd. (incorporated in Mauritius) ( a subsidiary of Weave Business Holding Mauritius Pvt. Ltd.)
89 Godrej Easy IP Holding Ltd. (incorporated in Dubai) (a subsidiary of Godrej Consumer Products Mauritius Ltd. w.e.f. 16th October, 2014)
444
(iv) Joint Ventures of Godrej Agrovet Limited:

1 Godrej Tyson Foods Limited
2 ACI Godrej Agrovet Private Limited, Bangladesh
3 Omnivore India Capital Trust
(v) Associates of Godrej Agrovet Limited:

1 Polchem Hygiene Laboratories Private Limited (upto December 12, 2016)
2 Crop Science Advisors LLP
3 Al Rahba International Trading LLC
4 Creamline Dairy Products Limited (upto December 20, 2015)
(vi) Other related parties

2 Godrej Agrovet Limited Employees Provident Fund Trust.
3 Godrej Agrovet Limited Employees Superannuation Scheme.
4 Godrej Agrovet Limited Employees Group Gratuity Trust.
5 Bahar Agrochem & Feeds Private Limited (upto August 31, 2012)
6 Godrej Consumer Products Limited (from March 30, 2017).
(vii)
Individuals owning, directly or indirectly, an interest in the voting power of Godrej Agrovet Limited that gives them control or significant influence over the enterprise and relatives of any such individual.
1 Mr. Adi B. Godrej
2 Mr. Nadir B. Godrej
3 Mrs. Rati Nadir Godrej (Wife of Mr. Nadir B. Godrej)
4 Ms. Tanya Dubash (Daughter of Mr. Adi B. Godrej)
5 Mr. Arvind Darab Dubash (Husband of Ms. Tanya Dubash)
6 Ms. Nisaba Godrej (Daughter of Mr. Adi B. Godrej)
7 Mr. Kalpesh Mehta (Husband of Ms. Nisaba Godrej)
8 Mr. Pirojsha Godrej (Son of Mr. Adi B. Godrej)
9 Mrs. Karla Godrej (Wife of Mr. Pirojsha Godrej)
10 Mr. Burjis Nadir Godrej (Son of Mr. Nadir B. Godrej)
11 Mr. Sohrab Nadir Godrej (Son of Mr. Nadir B. Godrej)
12 Mr. Hormazad Nadir Godrej ( Son of Mr. Nadir B. Godrej)
Key Management Personnel and relatives of such Personnel

1 Mr. Nadir B. Godrej (Chairman)
2 Mr. B. S. Yadav (Managing Director)
3 Mr. Adi B. Godrej (Director)
4 Mr. Jamshyd N. Godrej (Director)
5 Mr. Vijay M. Crishna (Director)
6 Ms. Tanya A. Dubash (Director)
7 Ms. Nisaba Godrej (Director)
8 Mr. Kavas N. Petigara (Independent Director)
9 Dr. Sudheer L. Anaokar (Independent Director)
10 Mr. Amit B. Choudhury (Independent Director)
11 Dr. Raghunath Mashelkar (Independent Director)
12 Dr. Ritu Anand (Independent Director)
13 Ms. Aditi Kothari Desai (Independent Director)
14 Ms. Roopa Purushothaman (Independent Director)
15 Mr. S. Varadaraj (Chief Financial Officer)
16 Mr. Vivek Raizada (Company Secretary)
17 Mrs. Upassna Singh (Wife of Mr. B. S. Yadav)
18 Mrs. Kamal Yadav (Mother of Mr. B. S. Yadav)
19 Mr. Anirudh Singh (Son of Mr. B. S. Yadav)
20 Ms. Anika Singh (Daughter of Mr. B. S. Yadav)
21 Mrs. Monica Yadav (Sister of Mr. B. S. Yadav)
22 Ms. Charu Yadav (Sister of Mr. B. S. Yadav)
445
In compliance with Ind AS 24 - Related Party Disclosures, as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016
the required disclosures are given below:
2. The following transactions were carried out with the related parties in the ordinary course of business :
(i) Details relating to parties referred to in items 1 (i), (ii), (iii), (iv), (v)
` In million
Holding Subsidiaries Fellow Joint Associates Other related
Nature of Transactions Companies & LLP Subsidiaries Ventures Parties
(i) (ii) (iii) (iv) (v) (vi)
1 2017-18 (Q1) Purchase / Transfer of fixed assets - - - - - 2.17
2016-17 Purchase / Transfer of fixed assets 7.67 - - - - -

2014-15 Purchase / Transfer of fixed assets 66.44 (0.10) 23.77 0.49 - -
2 2017-18 (Q1) Sale / Transfer of Fixed Assets - - - - - -
2016-17 Sale / Transfer of Fixed Assets - - - - - -

2015-16 Sale / Transfer of Fixed Assets - - - 1.42 - -
3 2017-18 (Q1) Investment in share capital/units - - - - - -

2016-17 Investment in share capital/units - - - 25.00 - -
2015-16 Investment in share capital/units - 39.00 - 62.50 - 0.01
2014-15 Investment in share capital/units - 95.00 - 37.50 - -
2013-14 Investment in share capital/units - 65.54 - 42.50 - -
2012-13 Investment in share capital/units - 13.01 - - - -
4 2017-18 (Q1) Investment in Preference Share Redeemed - - - - - -

2016-17 Investment in Preference Share Redeemed - - - - - -
2015-16 Investment in Preference Share Redeemed - 35.00 - - - -
5 2017-18 (Q1) Advances given during the Quarter - - - - - -

2016-17 Advances given during the year - - - - - -
2014-15 Advances given during the year - 2.44 - - - -
6 2017-18 (Q1) Sundry Deposits Placed - - - 0.10 - -

2016-17 Sundry Deposits Placed 0.66 - - - - 0.90
2015-16 Sundry Deposits Placed 1.42 - - - - -
7 2017-18 (Q1) Intercorporate Deposits Placed during the year - - - - - -

2016-17 Intercorporate Deposits Placed during the year - 611.91 - - - -
2015-16 Intercorporate Deposits Placed during the year - 459.50 - - - -
2014-15 Intercorporate Deposits Placed during the year - 110.03 30.00 - - -
2013-14
2012-13
Intercorporate Deposits Placed during the year
Intercorporate Deposits Placed during the year
446 -
64.50
-
52.00
100.00
-
-
-
-
-
-
` In million
(i) (ii) (iii) (iv) (v) (vi)
8 2017-18 (Q1) Intercorporate Deposits Returned

2016-17 Intercorporate Deposits Returned - 1,045.38 - - - -
2015-16 Intercorporate Deposits Returned - 101.70 - - - -
2014-15 Intercorporate Deposits Returned - - - - - -
9 2017-18 (Q1) Sale of materials / finished goods - 10.42 - 390.68 - -

2016-17 Sale of materials / finished goods - 36.15 - 2,409.86 - -
2015-16 Sale of materials / finished goods - 6.00 14.41 2,528.54 7.83 -
2014-15 Sale of materials / finished goods - - 21.31 2,166.46 17.94 -
2013-14 Sale of materials / finished goods - - 11.28 2,170.36 23.56 -
2012-13 Sale of materials / finished goods - 17.00 0.84 2,052.91 43.01 -
10 2017-18 (Q1) Purchase of materials / finished goods 8.01 19.10 - 5.02 - 3.09
2016-17 Purchase of materials / finished goods 18.81 130.66 3.02 29.26 57.47 -
2014-15 Purchase of materials / finished goods - - 1.49 35.24 43.81 -
2012-13 Purchase of materials / finished goods - 15.53 - 10.34 37.62 319.93
11 2017-18 (Q1) Expenses Charged to / Reimbursement made from other companies - 4.79 0.07 5.48 - -
2016-17 Expenses Charged to / Reimbursement made from other companies 1.18 21.41 2.14 29.64 - -
2014-15 Expenses Charged to / Reimbursement made from other companies - 55.65 6.06 3.96 - -
12 2017-18 (Q1) Expenses Charged by / Reimbursement made to other companies 28.28 4.60 7.58 0.04 - 1.50
2016-17 Expenses Charged by / Reimbursement made to other companies 75.64 28.32 519.26 0.15 - 29.46
2015-16 Expenses Charged by / Reimbursement made to other companies 80.40 11.63 0.83 4.28 0.21 13.76
2014-15 Expenses Charged by / Reimbursement made to other companies 76.98 9.65 4.03 0.34 0.14 -
2013-14 Expenses Charged by / Reimbursement made to other companies 46.84 2.40 3.58 0.04 - -
2012-13 Expenses Charged by / Reimbursement made to other companies 63.65 3.60 3.03 0.20 - -
13 2017-18 (Q1) Dividend Income - - - - - -

2016-17 Dividend Income - - - - - -
2015-16 Dividend Income - 4.71 - - 14.32 -
2014-15 Dividend Income - - - - 6.25 -
2013-14 Dividend Income - - - - 8.93 -
2012-13 Dividend Income - - - - 7.50 -
14 2017-18 (Q1) Dividend Paid - - - - - -

2016-17 Dividend Paid - - - - - -
2015-16 Dividend Paid 261.10 - - - - -
2014-15 Dividend Paid 449.29 - - - - -
2013-14 Dividend Paid 159.98 - - - - -
2012-13 Dividend Paid - - - - - -
15 2017-18 (Q1) Interest income on intercorporate deposits placed - 2.34 - - - -

2016-17 Interest income on intercorporate deposits placed - 20.82 0.70 - - 2.18
2013-14 Interest income on intercorporate deposits placed - 0.09 6.28 - - -
2012-13 Interest income on intercorporate deposits placed - - 8.99 - - -
447
` In million
(i) (ii) (iii) (iv) (v) (vi)
16 2017-18 (Q1) Interest income on Loans Given

2016-17 Interest income on Loans Given - - - - - -
2013-14 Interest income on Loans Given - 9.19 - - - -
2012-13 Interest income on Loans Given - 8.75 - - - -
17 2017-18 (Q1) Sundry Income - - - 7.05 - 0.03

2016-17 Sundry Income - - 0.14 24.75 - -
2015-16 Sundry Income - - 3.90 28.45 - -
2014-15 Sundry Income - - 3.39 19.70 - -
2013-14 Sundry Income - - 1.28 15.60 - -
2012-13 Sundry Income - 1.50 - 6.80 - 142.76
18 2017-18 (Q1) Outstanding Intercorporate Deposit Receivable - 98.85 - - - -

2016-17 Outstanding Intercorporate Deposit Receivable - 98.85 - - - -
2015-16 Outstanding Intercorporate Deposit Receivable - 532.33 52.00 - - 132.50
2014-15 Outstanding Intercorporate Deposit Receivable - 174.53 52.00 - - 132.50
2013-14 Outstanding Intercorporate Deposit Receivable - 64.50 52.00 - - -
2012-13 Outstanding Intercorporate Deposit Receivable - - 65.00 - - -
19 2017-18 (Q1) Capital Advance Given - - 48.70 - - -

2016-17 Capital Advance Given - - 36.48 - - -
2015-16 Capital Advance Given 2.73 - 17.95 - - -
2014-15 Capital Advance Given - - - - - -
20 2017-18 (Q1) Outstanding receivables (Net of Payables) (8.30) (4.17) 0.69 133.80 (87.07)
2016-17 Outstanding receivables (Net of Payables) 6.92 8.30 1.10 121.27 - (42.06)
2015-16 Outstanding receivables (Net of Payables) 11.31 79.95 12.13 118.37 0.04 48.25
2014-15 Outstanding receivables (Net of Payables) (5.88) 163.05 7.94 75.35 3.65 9.33
2013-14 Outstanding receivables (Net of Payables) 19.55 56.98 7.39 119.56 5.98 (9.09)
2012-13 Outstanding receivables (Net of Payables) (4.37) 201.89 10.72 120.27 41.58 (23.45)
21 2017-18 (Q1) Guarantees Outstanding

2016-17 Guarantees Outstanding - - 12.07 - - -
2015-16 Guarantees Outstanding - - 12.07 - - -
2014-15 Guarantees Outstanding - - 214.88 70.32 - -
2013-14 Guarantees Outstanding - - 202.81 65.97 - -
2012-13 Guarantees Outstanding - - - 59.77 - -
22 2017-18 (Q1) Contribution to Post-employment Benefit Plans 81.09

2016-17 Contribution to Post-employment Benefit Plans - - - - - 186.71
(ii) Details relating to persons referred to in items 1 (iv) & (v) above 2017-18 (Q1) 2016-17 2015-16 2014-15 2013-14 2012-13

2 Dividend Paid 448 - - 12.06 20.75 5.63 -
In compliance with Ind AS 24 - Related Party Disclosures, as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies ( Indian
Accounting Standards) Amendment Rules, 2016 the required disclosures are given below:
3. Significant Related Party Transactions :

Rs. In million
1 Purchase of Fixed Assets

Godrej Industries Limited - - 3.29 - - -
Godrej Tyson Foods Limited - - - 0.49 - -
Godrej Properties Limited - - - 23.77 - -
2 Sale / Transfer of Fixed Assets

Godrej Seeds & Genetics Limited - - - (0.10) - -
Godrej Tyson Foods Limited - - 1.42 - - -
3 Investment in Share Capital/Units

Goldmohur Agrochem & Feeds Limited - - - - - 13.01
Godrej Seeds & Genetics Limited - - - - 50.04 -
Godvet Agrochem Limited - - 39.00 95.00 0.50 -
Godrej One Premises Management Pvt. Ltd. - - 0.01 - - -
Omnivore India Capital Trust - 25.00 62.50 37.50 42.50 -
4 Investment in Preference Share Redeemed

Godvet Agrochem Limited - - 35.00 - - -
5 Advances given during the year

Godvet Agrochem Limited - - - 2.44 - -
6 Sundry Deposits placed

Godrej Industries Limited - 0.66 1.42 0.96 1.02 0.31
Godrej One Premises Management Pvt. Ltd. - 0.90 - - - -
Godrej Tyson Foods 0.10 - - - - -
7 Intercorporate Deposits placed during the year

Godvet Agrochem Limited - 111.91 359.50 110.03 64.50 -
Natures Basket Limited - - - 30.00 52.00 -
Astec LifeSciences Ltd. - 500.00 100.00 - - -
8 Intercorporate Deposits Returned

Godvet Agrochem Limited - 545.38 1.70 - - -
9 Sale of materials / finished goods

Godrej Seeds & Genetics Limited - 0.04 0.19 - - 17.00
Godrej Tyson Foods Limited 364.86 2,318.22 2,479.85 2,151.66 2,105.89 1,991.02
Polchem Hygiene Laboratories (P) Ltd - - - - - 6.96
Creamline Dairy Products Limited (Subsidiary) 10.42 36.12 5.81 - - -
449
10 Purchase of Materials / Finished Goods
Goldmohur Agrochem & Feeds Ltd - - - - 257.45 14.48
Golden Feed Products Limited - - - - 1.63 7.45
Godrej & Boyce Mfg Co Limited 2.38 2.44 - 0.58 -
Godrej Industries Limited 8.01 16.37 0.54 - - -
Godrej Seeds & Genetics Limited - 41.48 - - - -
Astec LifeSciences Ltd. 19.10 89.18 3.71 - - -
Polchem Hygiene Laboratories (P) Ltd - 57.47 31.97 43.81 41.70 37.62
11 Expenses Charged to / Reimbursement made from other companies

ACI Godrej Agrovet Private Limited - - - - 0.45 0.06
Crop Science Advisors LLP - - 0.01 0.01 - -
Godrej & Boyce Mfg Co Limited - - - - 0.12 -
Godrej Industries Limited - 1.18 0.01 - 0.66 1.47
Godrej Seeds & Genetics Limited - 5.36 2.68 55.64 39.72 52.14
Godvet Agrochem Limited 0.64 7.99 7.82 - - -
Astec LifeSciences Ltd. 4.07 6.42 2.09 - - -
Godrej Properties Limited 0.07 - - - - -
12 Expenses Charged by / Reimbursement made to other companies

Godrej Infotech Limited - 0.36 0.39 0.22 0.18 0.15
Godrej Consumer Products Limited 0.75 1.37 0.44 3.81 1.72 2.87
Godrej Industries Limited 28.28 74.33 77.36 73.96 43.84 61.20
Godvet Agrochem Limited 4.60 28.21 11.62 9.65 - -
Creamline Dairy Products Limited (Subsidiary) - 0.11 0.01 - - -
Natures Basket Limited - 0.03 - - 1.68 -
Polchem Hygiene Laboratories (P) Ltd - - 0.17 0.14 - -
Godrej One Premises Management Pvt. Ltd. 7.57 29.46 13.76 - - -
Creamline Dairy Products Limited (Associates) - - 0.05 - - -
Astec LifeSciences Ltd. - 0.00 - - - -
Godrej Properties Limited - 517.50 - - - -
Golden Feed Products Limited - - - - 2.40 3.60
13 Dividend Income
Godvet Agrochem Limited - - 4.71 - - -
Polchem Hygiene Laboratories (P) Ltd - - 0.96 0.91 0.91 0.82
14 Dividend Paid
Godrej & Boyce Mfg Co Limited - - 11.75 20.22 - -
Godrej Industries Limited - - 249.35 429.06 159.98 -
Mr. N. B. Godrej - - 9.18 15.80 5.63 -
Mr. A. B. Godrej - - 0.01 0.02 - -
Mr. B. S. Yadav - - 2.87 4.93 - -
15 Interest income on intercorporate deposits placed

Godvet Agrochem Limited 2.34 9.39 17.62 10.60 0.09
Anamudi Real Estates LLP - 2.18 13.29 13.23 - -
450
16 Interest income on Loans Given
Godrej Seeds & Genetics Limited - 5.69 2.90 12.95 9.19 8.75
17 Sundry Income
Goldmohur Agrochem & Feeds Ltd - - - - - 1.50
18 Outstanding Intercorporate Deposit Receivable

Godvet Agrochem Limited 98.85 98.85 532.33 174.53 64.50 -
Natures Basket Limited - - 52.00 52.00 52.00 65.00
19 Capital Advance Given

Godrej & Boyce Mfg Co Limited - - 2.73 - - -
Godrej Vikhroli Properties India Limited 48.70 36.48 17.95 - - -
20 Outstanding Receivables (Net of Payables)

Godrej & Boyce Mfg Co Limited 0.49 - 4.75 (3.68) 19.66 0.04
Godrej Industries Limited (8.30) 6.92 6.56 (2.20) (0.12) (4.41)
Golden Feed Products Limited - - - - - 2.85
Godrej Seeds & Genetics Limited - - 48.84 152.80 46.05 22.19
Godvet Agrochem Limited (1.22) 0.00 25.48 10.21 10.85 -
Godrej Properties Limited 1.47 1.40 - - - 0.02
Godrej Consumer Products Limited (0.88) (0.25) 0.56 1.75 2.22 1.41
Godrej Infotech Limited - (0.04) - - - (0.08)
Polchem Hygiene Laboratories (P) Ltd - - 0.04 - - (0.08)
AL Rahaba Trading International LLC - - - - 2.00 35.47
Goldmohur Agrochem & Feeds Ltd - - - - - 176.85
Crop Science Advisors LLP - - - 0.04 0.08 -
Astec LifeSciences Ltd. (6.53) 5.62 2.09 - -
Godrej One Premises Management Pvt. Ltd. (0.78) - (0.11) - - -
Godrej Agrovet Limited Employees Group Gratuity Trust. (86.68) (42.06) (35.38) (28.89) (9.09) (23.45)
Creamline Dairy Products Limited (Associates) - - - 3.65 3.99 6.19
21 Guarantees outstanding
ACI Godrej Agrovet Private Limited - - - 70.32 65.97 59.77
Godrej Consumer Products Limited - 12.07 12.07 214.88 202.81 -

24 Contribution to Post-employment Benefit Plans

Godrej Agrovet Limited Employees Provident Fund Trust. 37.46 145.62 131.30 113.10 92.45 75.41
Godrej Agrovet Limited Employees Superannuation Scheme. 1.57 5.71 5.50 5.25 5.32 5.00
Godrej Agrovet Limited Employees Group Gratuity Trust. 42.06 35.38 28.89 9.09 23.45 19.13
451
Note 60: Restated Statement of Dividend

Number of Equity Shares 1851,30,876 1851,30,876 925,65,438 925,65,438 132,23,634 121,18,752
Face value (Rs.) 10 10 10 10 10 10
Dividend per Equity Share (in Rs.) - 4.50 4.43 25.86 27.50 -
Rate of dividend - 45% 44.30% 258.60% 275% -
Dividend tax rate - 20.36% 20.36% 17.00% 17.00% -
Total dividend (in Rs. million) - 833.09 410.06 705.61 251.25 -
Dividend Tax (in Rs. million) - 169.60 83.48 119.92 42.70 -
Notes:
The Board, in its meeting on May 12, 2017 has recommended a final dividend of Rs. 4.50 per equity share for the financial year ended March 31, 2017 and the
proposal has been approved by shareholders at the annual general meeting held on August 4, 2017. The cash outflow on account of dividend is Rs. 1,002.69 Mn
including corporate dividend tax of Rs. 169.60 Mn.
452
Annexure VII: Statement on Adjustments to Audited Standalone Financial Statements
Summarized below are the restatement adjustments made to the audited financial statements for the quarter ended June 30, 2017, year ended March 31, 2017, 2016, 2015, 2014 and 2013 and their impact on the
profit / (loss) of the Company:
Rs. In million
quarter ended
Particulars Notes June 30, March 31, March 31, March 31, March 31, March 31,
2017 2017 2016 2015 2014 2013
A. Net profit after tax as per audited financial statements prepared under previous GAAP 1,593.16 2,031.27 1,438.66 1,001.59
B. Ind AS Adjustments
Fair valuation of biological assets 0.65 (8.64) (17.41) 36.59
Fair valuation of other financial instruments (0.10) (0.13) (0.07) (0.06)
Consolidation of GSGL - (85.80) (44.49) (27.25)
Provision for sales return 4.04 (2.50) (6.52) (7.29)
Impact on account of acceptances reclassified as borrowings (3.33) (9.76) 13.97 (14.92)
Derivative mark to market (2.38) (10.67) 4.83 5.99
Deferred grant (2.04) 0.24 0.25 0.31
Guarantee comission recognised 0.95 1.07 1.05 0.85

Borrowing cost amortisation 1.07 - - -
Actuarial gain /(loss) reclassification 23.54 22.82 1.43 17.28
Tax effect of adjustments (32.88) 21.82 11.59 (8.86)

Current tax impact on Ind AS adjustments (11.83) (7.76) (0.49) (5.87)
Deferred Tax adjustments (21.05) 29.58 12.08 (2.99)
C. Net Profit after tax as per Ind AS 612.15 2,079.70 1,582.68 1,959.72 1,403.29 1,004.23
D. Adjustments:
Material Restatement Adjustments
(i) Audit Qualifications 1 - - - - -
Total: - - - - -
(ii) Other adjustments

Insurance claim receivable 2 (a) (1.43) 0.15 0.60 0.63 (0.05) 0.11
Change in useful life of asset 2 (b) - - - 1.20 0.71
Liabilities provision written back 2 (c) (1.95) (17.82) (12.89) (9.61) (27.21) (29.60)
Prior period tax 2 (d) - - - - (9.63)
Property, plant and equipment deemed cost adjustment 2 (e) - - 1.59 (12.57) (4.91)
VAT refund 2 (f) (2.56) - - - - 2.56
Total: - (5.94) (17.67) (12.29) (7.39) (38.63) (40.76)
Reversal of deferred tax on undistributed reserves of CDPL 2 (g) - 26.66 (26.66) - -

Deferred Tax impact on other adjustments 2 (h) 2.04 6.08 4.18 2.51 13.27 9.94
Total: - 2.04 6.08 30.84 (24.15) 13.27 9.94

D. Total impact of adjustments - (3.90) (11.59) 18.55 (31.54) (25.36) (30.82)
E. Net Profit as restated (C+D) - 608.25 2,068.11 1,601.23 1,928.18 1,377.93 973.41
Notes to Adjustments
1. Adjustments for Audit Qualification:

Refer Note No. 55
2. Other Adjustments:
(a) In the financial statements for the quarter ended June 30, 2017 and years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013 receipt of Insurance claim has been
recognised. For the purpose of this statement, the said receipts have been appropriately adjusted in the respective financial year to which the event relates.
(b) The carrying amount of fixed assets whose useful life as on April 1, 2014 had been completed as per Schedule II to the Companies Act 2013 was adjusted in the opening balance of Retained earnings as on April
1, 2014. Depreciation as per the transitional provision, has been adjusted to the respective years to effect the difference in the useful life.
(c) In the financial statements for the quarter ended June 30, 2017 and years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013 certain liabilities and provisions, which
were recorded in earlier years, were written back. For the purpose of this statement, the said liabilities/provisions have been appropriately adjusted in the respective financial year to which they relate.
(d) In financial statements for the year ended March 31, 2013 tax accounted for pertaining to earlier years based on assessment by Income-tax authorities. For the purpose of these statements, such taxes have been
appropriately adjusted to the opening reserves as at April 1, 2012.
(e) On transition to Ind AS, the company has elected to continue with the carrying value of all of its property, plant and equipment recognised as at April 1, 2015 measured as per the Previous GAAP and use that
carrying value as the deemed cost of the property, plant and equipment. The company has followed the same accounting policy choice as initially adopted on transition date i.e. April 1, 2015 while preparing
Proforma Restated Financial Information for the years ended March 31, 2015, 2014, 2013 and 2012. Accordingly, suitable restatement adjustments to depreciation are made to the financial statements as for the
years ended March 31, 2015, March 31, 2014, March 31, 2013 and April 1, 2012.
(f) During the quarter ended June 30, 2017, receipt of VAT refund has been recognised. For the purpose of this statement, the said refund has been appropriately adjusted to the year to which it pertains i.e. March
31, 2013.
(g) During the year ended March 31, 2015, the management intended to divest its stake in Creamline Dairy Products Ltd. (CDPL), consequently, deferred tax was created on the undistributed reserves and
indexation of investment in CDPL. However, during the year ended March 31, 2016, the company increased its stake in CDPL from 26% to 51.91% and hence, the deferred tax earlier created was reversed during
the year. For the purpose of this statement, the reversal of deferred tax as been appropriately adjusted as on March 31, 2015.
(h) The tax rate applicable for the respective years has been used to calculate the deferred tax impact on the adjustments.
453
3. Reconciliation of retained earnings as at April 1, 2012
Particulars Notes April 1, 2012

A. Retained earnings as per previous GAAP 1,756.27
Ind AS Adjustments
Fair valuation of biological assets (7.14)
Fair valuation of other financial instruments (0.09)
Consolidation of GSGL (11.91)
Provision for sales return (7.23)
Impact on account of acceptances reclassified as borrowings 13.04
Deferred grant 8.62
Tax effect of adjustments 71.84
B. Total Ind AS adjustments 67.13

Other material adjustments:
Insurance claim receivable 2 (a) 0.57
Change in useful life of asset 2 (b) (10.25)
Liabilities provision written back 2 (c) 98.81
Prior period tax 2 (d) 9.63
Property, plant and equipment deemed cost adjustment 2 (e) 7.66
Tax effect of adjustments 2 (h) (32.14)
C. Total impact of adjustments 74.28
E. Retained earnings as restated (A+B+C) 1,897.68
454
Annexure VIII: Restated statement of Other Income

(Rs. In million)
Nature (Recurring/
Particulars March 31, 2015 March 31, 2014 March 31, 2013
Non-recurring) June 30, 2017 March 31, 2017 March 31, 2016
Interest received on Deposits Recurring 5.66 31.38 78.25 51.62 36.18 34.09
Interest Received on ESOP Loan Non- recurring - 71.71 - - - -
Interest received from Income Tax Non- recurring - - - 0.02 - -
Dividend received Non- recurring - 0.00 19.03 6.26 8.93 7.50
Profit on sale of Fixed Assets (net) Non- recurring - 13.32 48.88 5.27 19.57 -
Profit on sale of Investments (net) Non- recurring - 293.76 237.29 - - 0.08
Claims received Non- recurring 2.07 4.92 4.14 2.79 7.90 0.99
Liabilities no longer required written back Non- recurring 1.95 9.48 12.94 11.96 15.32 16.68
Recovery of Bad Debts written off Recurring 1.82 2.89 4.16 10.18 7.60 2.67
Royalty & Technical Knowhow Recurring 7.05 24.75 28.45 19.70 12.90 3.70
Other Miscellaneous Income Recurring 14.25 81.54 89.61 57.53 58.16 63.22
Grant amortization 3.05 8.11 - - - -
VAT refund received 2.56 - - - - -
Total Other Income as per previous GAAP (March 31, 2016 to
38.41 541.86 522.75 165.33 166.56 128.93
2013)/ Ind AS (June 30, 2017 and March 31, 2017)
Add/Less: Ind AS adjustments

Fair valuation of investment 19.90 - - -
Investment in associate - - - -
Fair valuation of other financial instruments 3.19 0.50 0.30 0.19
Derivative mark to market - - - -
Deferred grant 6.09 4.73 0.95 0.45
Guarantee comission recognised 0.95 1.07 1.05 0.85
Consolidation of GSGL - (11.03) (8.25) (8.10)
Total Ind AS adjustments Not applicable Not applicable 30.13 (4.73) (5.95) (6.61)
Total Other Income as per Ind AS 38.41 541.86 552.88 160.60 160.61 122.32
Add/Less: Other adjustments

Insurance claim receivable (1.43) 0.15 0.60 0.63 (0.05) (0.46)
Liabilities/provision written back (1.97) (9.46) (12.90) (11.35) (11.69) (12.29)
VAT refund received (2.56) - - - - 2.56
Total other adjustments (5.96) (9.31) (12.30) (10.72) (11.74) (10.19)
Total Restated Other Income 32.45 532.55 540.58 149.88 148.87 112.13
455
Annexure IX-Restated Statement of Accounting Ratios
For the quarter ended For the year ended

Sr. No. Particulars June 30, 2017 March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
1 Restated Profit before exceptional items ( in millions) 608.25 1,868.11 1,601.23 1,581.71 1,377.93 973.41
2 Restated Profit after exceptional items ( in millions) 608.25 2,068.11 1,601.23 1,928.18 1,377.93 973.41
3 Weighted average number of basic Equity Shares 1851,30,876 1771,41,240 1769,16,180 1769,16,180 1769,16,180 1714,75,941
4 Weighted average number of diluted Equity Shares 1851,30,876 1851,30,876 1851,30,876 1851,30,876 1851,30,876 1728,85,101
5 Number of equity shares outstanding at the end of the 1851,30,876 1851,30,876 1851,30,876 1851,30,876 1851,30,876 1851,30,876
year
6 Net Worth for Equity Shareholders ( in millions) 9,584.11 9,030.07 6,981.07 5,919.44 4,865.51 4,189.38
7 Accounting Ratios:
Earning per share before exceptional items (Refer Note

No. 38)
Basic Earning per share 3.25 9.05 8.24 8.11 4.96 1.24
Diluted Earning per share 3.25 8.66 7.87 7.75 4.74 1.23
Earning per share after exceptional items (Refer Note

No. 38)
Basic Earning per share 3.25 10.18 8.24 10.07 4.96 1.24
Diluted Earning per share 3.25 9.74 7.87 9.62 4.74 1.23
Return on Net Worth for Equity Shareholders(1)/(6) 6.35% 20.69% 22.94% 26.72% 28.32% 23.24%
Net Asset Value Per Share () (6)/(5) 51.77 48.78 37.71 31.97 26.28 22.63
Note:
1.Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the number of equity shares issued during the year
multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific shares are outstanding as a proportion of total number of days during the
year.
2. Net worth for ratios is = Equity share capital + other equity (including Securities Premium, Debenture redemption reserve, General Reserve, Employee Stock Options Outstanding,
Reserve for employee compensation expenses, Cash Flow hedging reserve, Treasury stock and Retained earnings).
3.The above ratios have been computed on the basis of the Restated Summary Statements- Annexure I & Annexure II.
456
Annexure X: Restated Statement of Capitalisation

(Rs. In million)
Particulars Pre-issue as at June 30, 2017
Debt:
Long term borrowings 62.57
Short term borrowings 5,315.08
Current portion of Secured long term borrowings,
included in Other Current Liabilities 13.81
Total debt (A) 5,391.46
Shareholders Funds:
Equity Share Capital 1,851.31
Reserves and Surplus 7,732.80
Total Shareholders Funds (B) 9,584.11
Total Debt/Shareholder fund (A/B) 0.56
Notes:
i) The above has been computed on the basis of the Restated Financial Statement - Annexure I & Annexure II.
ii) The corresponding Post IPO capitalisation data in the above table is not determinable at this stage pending the completion of the Book
Building Process and hence the same has not been provided in the above statement.
457
Annexure XI: Restated statement of Tax Shelter
Rs. In million
quarter
ended
Particulars
June 30, 2017 March 31, March 31, March 31, March 31, March 31,
2017 2016 2015 2014 2013
A. Profit before tax as restated 910.02 2,789.04 2,106.73 2,527.43 1,886.66 1,389.73
B. Company's domestic tax rate 34.61% 34.61% 34.61% 33.99% 33.99% 33.99%
C. Tax using the Companys domestic tax rate 314.94 965.23 729.10 859.07 641.28 472.37
ADJUSTMENTS
Tax impact of permanent differences due to:
Income not considered for tax purpose/ Exempt income - (69.22) (112.51) (114.92) (9.69) -
Brought forward losses on which deferred tax asset not recognised - - (38.23) (39.02) 15.12 9.32
Impact due to change in Income tax rate - - 32.64 - - (9.00)
Difference in tax rate
Incremental tax on account of applicability of MAT - - - - - 6.86
Long term capital gains - (38.29) - - 0.35 -
Deferred Tax liablity on write off of FA to reserves - - - 2.85 - -
DTA created on Short term capital loss c/f of earliers years reversed - - - - 6.97 -
Difference between carry forward DTL on account of amalgamation - - - - (0.66) -
MAT credit utilisation - - - - (3.74) -
Tax benefit on accelarated depreciation/sales of Fixed assets/Indexation - (6.30) - - - -
of Fixed Assets and Investments
Reversal of deferred tax on undistributed reserves of CDPL - - (26.67) - - -
Others (4.49) 1.63 (0.28) 6.86 (10.74) 5.22
D. Total Tax impact of permanent differences (13.17) (244.30) (223.60) (259.82) (132.55) (56.05)
Tax impact of timing differences due to:

Property, plant and equipment & Intangible assets (22.54) (75.06) (84.94) (135.10) (84.24) (139.66)
Compensated absence 0.47 (2.09) 7.21 - - -
Investments 0.39 (3.43) 6.77 2.17 2.00 2.13
Biological Assets - 0.30 (0.25) 2.94 5.92 (12.33)
Doubtful Debtors 2.86 9.85 7.89 (1.68) (9.91) (5.74)
Brought forward Losses - (30.87) (37.31) 68.18 (6.97) 0.32
Employee benefits - - (6.18) (1.09) 0.95 (0.87)
MAT Credit Entitlment - (60.69) 47.98 12.71 - -
Other items 2.06 9.50 3.50 2.09 13.88 13.66
- - - - -
E. Total Tax impact of timing differences (16.76) (152.49) (55.33) (49.78) (78.37) (142.49)
F. Net adjustments (D+E) (29.93) (396.79) (278.93) (309.60) (210.92) (198.54)
G. Tax Liability (C-F) 285.01 568.44 450.17 549.47 430.36 273.83
458
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our restated
consolidated financial statements as of and for the three months ended June 30, 2017 and the financial years ended March 31,
2017, 2016 and 2015, including the related notes, schedules and annexures. These restated consolidated financial statements
has been prepared under Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of the Companies Act, 2013 to the extent applicable. Our restated consolidated financial
statements have been compiled from the audited consolidated financial statements of our Company for the respective years
under the previous generally accepted accounting principles followed in India (Indian GAAP) and restated in accordance
with the SEBI ICDR Regulations. For further information, see the consolidated Restated Financial Information which begin on
page 214 of this Red Herring Prospectus.
Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month
period ended March 31 of that year.
This discussion contains forward-looking statements that involve risks and uncertainties and reflects our current view with
respect to future events and financial performance. Actual results may differ from those anticipated in these forward-looking
statements as a result of factors such as those set forth under Forward-looking Statements and Risk Factors beginning on
pages 15 and 16, respectively.
Overview
459
Significant Factors Affecting our Results of Operations
Our results of operations and financial condition are affected by a number of important factors including:
Volume and Mix of Products Manufactured and Sold
The key driver in the growth of our revenue from operations has been the volume of products manufactured and sold by us.
Increased sales volume favourably affects our results of operations as it enables us to benefit from economies of scale in
procurement and manufacturing and improves our operating margins through our ability to leverage our fixed cost base. Our
results of operations are also affected by the product mix within our business verticals. In general, a higher percentage of value
added product sales will have a positive impact on our revenues as such products tend to have higher prices and profit margins
than other products. High value added products generally also benefit from lower volatility in sale prices, and therefore result
in more predictable revenues. For example, aqua feed in our animal feed business, our crop protection product Hitweed; our
value added products in our dairy business and branded products in our poultry and processed foods business have higher profit
margins than our other products.
In addition, in order to maximize our profits, we must maintain optimum levels of capacity utilization at our manufacturing
facilities and an appropriate standard of quality in our manufacturing facilities equipment and processes. Attaining and
maintaining this level of utilization and quality requires considerable expense and planning. For example, in our animal feeds
business due to high transportation costs in such businesses, we are required to have well distributed manufacturing facilities
leading to diverse capacity utilization levels. If we are unable to achieve and maintain optimum levels of capacity utilization at
our manufacturing facilities in the future, our financial condition and results of operations may be adversely affected.
Cost and Availability of Raw Materials
Our cost of materials consumed constitutes the largest component of our cost structure. For the three months ended June 30,
2017 and the financial years 2017, 2016 and 2015, our cost of materials consumed was 9,896.51 million, 36,171.24 million,
28,569.83 million and 25,061.34 million, or 72.3%, 72.6%, 74.8% and 75.4% of our total income, respectively. As we
continue to grow our operations, we would need to procure additional volumes of raw materials. We usually do not enter into
long-term supply contracts with any of our raw material suppliers and typically source raw materials from third-party suppliers
or the open market. We are thus exposed to fluctuations in availability and prices of our raw materials and we may not be able
to effectively pass on all increases in cost of raw materials to our customers, which may affect our margins, sales, results of
operations and cash flows.
For example, in our animal feed business, we have witnessed volatility in the cost of our key raw materials, such as maize and
soybean. Supply of such agricultural produce has a direct impact on its price. For our oil palm business, we purchase fresh fruit
bunches pursuant to memoranda of understanding that we enter into with state governments for each of our allotted districts.
The prices of fresh fruit bunches are derived based on a pre-determined formula broadly linked to the moving average crude
palm oil price for a defined month and any alteration in such formula by the relevant state governments or the average crude
palm oil price, could affect our raw material cost. For our dairy business, if we are unable to procure sufficient quantities of
raw milk and on commercially acceptable terms due to a variety of factors including competition in our procurement base, our
raw materials cost would be adversely affected. For our poultry and processed foods business, we require the Vencobb breed
460
of birds, which we source from one of our competitors. Consequently, any inability on our part to procure sufficient quantities
of raw materials and on commercially acceptable terms, could lead to a change in our cost of materials consumed and production
and sales volumes. For further details, see Risk Factors Internal Risk Factors - We do not have long-term agreements with
suppliers for our raw materials and an increase in the cost of, or a shortfall in the availability of such raw materials could have
an adverse effect on our business and results of operations on page 17.
Seasonal Variations and Weather Conditions
Each of our business verticals and consequently our results of operations are affected by seasonal variations and weather
conditions. For example, in our animal feed business, seasonal variations and adverse weather conditions affect the availability
and price of the raw materials that we require for our manufacturing operations. Also, in the past, we have experienced a
reduction in the sales of our aqua feed products during the summer months. In our crop protection business, while a delayed
monsoon could adversely affect the sales of our product Hitweed, it could lead to an increase in the sales of our plant growth
regulators. In our oil palm business, a significant share of fresh fruit bunches are harvested in India between May and October.
As a result, a substantial share of the income we derive from the sale of our oil palm products is received during such period.
For our dairy business, we typically witness an increase in the sale of our value added products during the summer months.
However, since cattle generally produce more milk in temperate weather, our raw milk procurement and the production of milk
and milk products is higher in the second half of the financial year. For our poultry and processed foods business, we witness a
low bird mortality rate during the winter months and a high mortality rate during the summer months, while the consumption
of our poultry and processed foods products is higher during the winter months. Consequently, seasonal variations and adverse
weather conditions may adversely affect our production and sales volumes and could therefore have a disproportionate impact
on our results of operations during the relevant year. For further details see, Risk Factors Internal Risk Factors -
Unfavourable local and global weather patterns may have an adverse affect on our business, results of operations and financial
condition and Risk Factors Internal Risk Factors - Certain of our businesses are subject to seasonal variations that could
result in fluctuations in our results of operations.
Distribution Network
We have set up an extensive sales and distribution network for each of our businesses and we also make sales to certain
institutional customers directly. We constantly seek to grow our product reach to under-penetrated geographies, increase the
penetration of our products in markets in which we are currently present and widen the portfolio of our products available in
those markets by growing our distribution network. We may, however, not be successful in appointing new distributors to
expand our network or effectively manage our existing distribution network. Further, we may also face disruptions in the
delivery of our products for reasons beyond our control, including poor handling of our products by third parties, transportation
bottlenecks, natural disasters and labour issues, which could lead to delayed or lost deliveries. If our distributors fail to distribute
our products in a timely manner, or fail to adhere to the terms of the distribution agreements, or if our distribution agreements
are terminated, our business and results of operations may be adversely affected. For further details see, Risk Factors Internal
Risk Factors - Our inability to expand or effectively manage our distribution network may have an adverse effect on our
business, results of operations and financial condition.
We are focused on undertaking dedicated R&D in areas where we believe there is significant growth potential. We believe that
our emphasis on R&D has been critical to our success and a differentiating factor from our competitors. Our acquisition of
Astec LifeSciences has also provided us access to strong R&D in the agrochemical active ingredients, which we have leveraged
to introduce new products. We spent 3.22 million, 18.25 million, 16.88 million and 29.35 million towards our research
activities (not including salaries and benefits of our R&D employees and capital expenditure) for the three months ended June
30, 2017 and the financial years 2017, 2016 and 2015, respectively.
livestock yields. Our R&D initiatives have enabled us to launch several new and innovative products as part of our animal feed
business and we offer a variety of cattle feed for the entire lifecycle of the cattle. We have made significant investments to
enhance our R&D capabilities over the years. In May 2014, we consolidated our Animal feed R&D initiatives by setting up the
Nadir Godrej Centre for Animal Research and Development, an R&D centre in Nashik. We have also set-up two dedicated
R&D centres for our crop protection business at Mumbai and Thane, which has enabled our Company to launch new products.
Our oil palm business has a dedicated R&D center at Andhra Pradesh, which is focused on improving the yield performance of
oil palm crop and exploring new avenues of value creation from oil palm biomass.
In order to introduce new and innovative products, we must continue to commit substantial time, funds and other resources in
R&D. In addition, we must adapt to rapid changes in our industry due to technological advances and scientific discoveries. We
strive to keep our technology, facilities and machinery current with the latest international standards. The cost of implementing
new technologies, upgrading our manufacturing facilities and retaining our research staff is significant and affects our results
of operations and cash flows. For further details see, Risk Factors Internal Risk Factors - If we are unable to introduce new
461
products and respond to changing consumer preferences in a timely and effective manner, the demand for our products may
decline, which may have an adverse effect on our business, results of operations and financial condition.
Government Regulations and Policies
Government regulations and policies, of both India and Bangladesh and in countries to which we export, can affect the demand
for, expenses related to and availability of our products and their raw materials. These regulations and policies are extensive
and cover a broad range of industries, some of which are politically sensitive. These regulations and policies and the tax regimes
to which we are subject could change at any time, with little or no warning or time for us to prepare. For further details see,
Risk Factors Internal Risk Factors - We are subject to extensive government regulation and if we fail to obtain, maintain or
renew our statutory and regulatory licenses, permits and approvals required to operate our business, our business and results
of operations may be adversely affected and Risk Factors Internal Risk Factors - Changing laws, rules and regulations
and legal uncertainties, including adverse application of tax laws, may adversely affect our business, prospects and results of
operations.
Statement of Significant Accounting Policies
Basis of preparation
The Restated Financial Statements as of and for the three months ended June 30, 2017 and the Financial Years ended March
31, 2017, March 31, 2016, March 31, 2015, March 31, 2014, March 31, 2013 included in this Red Herring Prospectus have
been prepared under Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133
of the Companies Act, 2013 to the extent applicable. The Restated Consolidated Financial Information have been compiled by
the Company from:
(i) The audited consolidated financial statements of the Group for the years ended March 31, 2015, 2014 and
2013 prepared under previous generally accepted accounting principles followed in India (Previous GAAP
or Indian GAAP). The Restated Consolidated Financial Information for these years along with respective
underlying schedules and notes are Proforma Ind AS Restated Consolidated Financial Information, as per
the Guidance note on Reports in Company Prospectus, issued by Institute of Chartered Accountants of India;
and
(ii) The audited consolidated financial statements of the Group for the quarter ended June 30, 2017 and years
ended March 31, 2017 and 2016 prepared under Ind AS (for the year ended March 31, 2016, it is in accordance
with Ind AS being comparative period for year ended March 31, 2017).
Revenue
Sale of goods. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable,
net of returns and allowances, trade discounts and volume rebates. Revenue is recognized when significant risks and
rewards of ownership in the goods are transferred to the buyer as per the terms of contracts and no significant
uncertainty exists regarding the amount of the consideration that will be derived from the sale of the goods.
Dividend income. Dividend income is recognized only when the right to receive the same is established, it is probable
that the economic benefits associated with the dividend will flow to us, and the amount of dividend can be measured
reliably.
Interest income. For all financial instruments measured at amortized cost, interest income is recorded using the
effective interest rate (EIR), which is the rate that discounts the estimated future cash payments or receipts through
the expected life of the financial instruments or a shorter period, where appropriate, to the net carrying amount of the
financial assets. Interest income is included in other income in the consolidated statement of profit and loss.
Income Tax
Income tax expense comprises current and deferred tax. It is recognized in the statement of profit and loss except to the extent
that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.
Current tax
Current tax is the amount of tax payable (recoverable) in respect of the taxable profit / (tax loss) for the year determined in
accordance with the provisions of the Income-Tax Act, 1961. Current income tax for current and prior periods is recognized at
the amount expected to be paid to or recovered from the tax authorities, using tax rates and tax laws that have been enacted or
substantively enacted at the reporting date.
462
Current tax assets and liabilities are offset only if, we:
a) have a legally enforceable right to set off the recognized amounts; and
b) intend either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination
and that affects neither accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries and associates to the extent that we are able to control the
timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future;
and
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent
that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed
at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such
reductions are reversed when the probability of future taxable profits improves. Unrecognized deferred tax assets are reassessed
at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available
against which they can be used.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized
or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Taxes relating to items recognized directly in equity or other comprehensive income is recognized in equity or other
comprehensive income.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which we expect, at the
reporting date, to recover or settle the carrying amount of its assets and liabilities.
a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on
the same taxable entity.
Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity. Financial instruments also include derivative contracts such as foreign currency forward contracts.
Financial instruments also covers contracts to buy or sell a non-financial item that can be settled net in cash or another financial
instrument, or by exchanging financial instruments, as if the contracts were financial instruments, with the exception of contracts
that were entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item in accordance
with the entitys expected purchase, sale or usage requirements.
Derivatives are currently recognized at fair value on the date on which the derivative contract is entered into and are
subsequently re-measured to their fair value at the end of each reporting period.
Cash flow hedges that qualify for hedge accounting
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized
in the other comprehensive income in cash flow hedging reserve within equity, limited to the cumulative change in fair value
of hedged item on a present value basis from the inception of hedge. The gain or loss relating to the ineffective portion is
recognized immediately in profit or loss.
463
Financial assets
Classification
We classify our financial assets in the following measurement categories:
Where assets are measured at fair value, gains and losses are either recognized entirely in the restated consolidated
statement of profit and loss (i.e. fair value through profit or loss), or recognized in other comprehensive income (i.e.
fair value through other comprehensive income).
A financial asset that meets the following two conditions is measured at amortized cost (net of any write down for
impairment) unless the asset is designated at fair value through profit or loss under the fair value option. Business
model test: The objective of our business model is to hold the financial asset to collect the contractual cash flows
(rather than to sell the instrument prior to its contractual maturity to realize its fair value changes).
Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
At initial recognition, we measure a financial asset at fair value plus, in the case of a financial asset not recorded at
fair value through the restated consolidated statement of profit and loss, transaction costs that are attributable to the
acquisition of the financial asset.
All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading
are classified as at fair value through profit or loss (FVTPL). For all other equity instruments, we decide to classify
the same either as at FVOCI or FVTPL. We make such election on an instrument-by-instrument basis. The
classification is made on initial recognition and is irrevocable.
If we decide to classify an equity instrument as FVOCI, then all fair value changes on the instrument, excluding
dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to profit and loss, even on sale
of investment. However, we may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the
restated consolidated statement of profit and loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognized (i.e. removed from our restated consolidated statement of assets and liabilities) when:
We have transferred our rights to receive cash flows from the asset or has assumed an obligation to pay the received
cash flows in full without material delay to a third party under a pass-through arrangement; and either (a) we have
transferred substantially all the risks and rewards of the asset, or (b) we have neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset.
When we have transferred our rights to receive cash flows from an asset or has entered into a pass-through arrangement, it
evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained
substantially all of the risks and rewards of the asset, nor transferred control of the asset, we continue to recognize the transferred
asset to the extent of our continuing involvement. In that case, we also recognize an associated liability. The transferred asset
and the associated liability are measured on a basis that reflects the rights and obligations that we have retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original
carrying amount of the asset and the maximum amount of consideration that we could be required to repay.
In accordance with Ind-AS 109, we apply expected credit loss (ECL) model for measurement and recognition of impairment
loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortized cost e.g., loans, deposits, and bank balance.
464
b) Trade receivables - The application of simplified approach does not require us to track changes in credit risk. Rather,
it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial
recognition. Trade receivables are tested for impairment on a specific basis after considering the sanctioned credit
limits, security like letters of credit, security deposit collected etc. and expectations about future cash flows.
Classification
Financial liabilities and equity instruments issued by us are classified according to the substance of the contractual arrangements
entered into and the definitions of a financial liability and an equity instrument.
We classify all financial liabilities as subsequently measured at amortized cost, except for financial liabilities at fair value
through the restated consolidated statement of profit and loss. Such liabilities, including derivatives that are liabilities, shall be
subsequently measured at fair value.
Financial liabilities are recognized when we become a party to the contractual provisions of the instrument. Financial liabilities
are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables,
or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly
attributable and incremental transaction cost.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortization is included as finance costs in the restated consolidated statement of profit and loss.
Our financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee
contracts and derivative financial instruments.
Financial guarantee contracts issued by us are those contracts that require a payment to be made to reimburse the holder for a
loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument.
Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly
attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance
determined as per impairment requirements of Ind-AS 109 and the amount recognized less cumulative amortization.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the
consolidated statement of profit and loss.
Financial assets and financial liabilities are offset and the net amount is reported in the restated consolidated statement of assets
and liabilities if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle
on a net basis, to realize the assets and settle the liabilities simultaneously.
We use derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency
risks and interest rate risks respectively. Such derivative financial instruments are initially recognized at fair value on the date
on which a derivative contract is entered into and are subsequently re-measured at fair value. The accounting for subsequent
changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of item
being hedged and the type of hedge relationship designated.
Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is
negative.
465
Provisions, contingent liabilities and contingent assets
Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation.
The expenses relating to a provision is presented in the consolidated statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows
specific to the liability. The unwinding of the discount is recognized as finance cost.
A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract
and the expected net cost of continuing with the contract. Before a provision is established, we recognize any impairment loss
on the assets associated with that contract.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but will
probably not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which
the likelihood of outflow of resources is remote, no provision or disclosure is made.
A contingent asset is not recognized but disclosed in the restated consolidated financial statements where an inflow of economic
benefit is probable.
Commitments includes the amount of purchase order (net of advance) issued to parties for completion of assets.
Provisions, contingent assets, contingent liabilities and commitments are reviewed at each closing date.
Segment Reporting
The following tables set forth our segment information for the periods indicated:
million
Three months ended June 30, 2017 Animal Vegetable Crop Dairy Other Unallocated Elimination Total
Total Sales 6,344.64 1,309.09 2,780.51 3,082.32 164.69 - (48.57) 13,632.69
Segment Result 393.84 212.71 698.85 12.44 8.79 - 0.47 1,327.10
Unallocated expenditure net of - - - - - (244.10) - (244.10)
unallocated income
Interest Income - - 1.50 0.63 0.02 5.66 (2.34) 5.46
Dividend Income and Profit on sale of - - - 0.56 - - - 0.56
Investments
Profit before Exceptional Items, Tax & 393.84 212.71 670.49 4.75 6.46 (317.68) 0.47 971.05
Share of Equity Accounted Investees
Share of Equity Accounted Investees 107.42 107.42
Net of Tax
Exceptional Items -
Profit Before Taxation 393.84 212.71 670.49 4.75 6.46 (210.26) 0.47 1,078.47
Provision for taxation - - 18.00 1.50 0.07 301.77 14.27 335.61
Profit after taxation 393.84 212.71 652.49 3.25 6.39 (512.03) (13.80) 742.86
Other Information
Segment assets 10,791.56 2,357.24 10,405.00 6,924.67 1,502.59 7,482.34 (4,193.91) 35,269.49
Capital expenditure 72.06 167.06 114.05 130.41 0.19 18.69 - 502.46
million Financial Year 2017 Animal Vegetable Crop Dairy Other Unallocated Elimination Total
Total Sales 26,208.22 5,066.42 7,647.25 10,099.17 409.78 - (166.82) 49,264.02
Segment Result 1,657.99 1,026.01 1,703.38 375.39 (108.22) (3.90) 4,650.64
unallocated income
Interest Income - - 9.92 39.24 19.98 103.10 (24.23) 148.01
Dividend Income and Profit on sale - - - 26.63 - 293.76 (44.05) 276.33
of Investments
Profit before Exceptional Items, Tax 1,657.99 1,026.01 1,590.95 391.96 (123.88) (1,142.54) (47.95) 3,352.52
& Share of Equity Accounted
Investees
466
million Financial Year 2017 Animal Vegetable Crop Dairy Other Unallocated Elimination Total
Share of Equity Accounted Investees - - - - - 187.46 - 187.46
Net of Tax
Exceptional Items - - - - - 200.00 - 200.00
Profit Before Taxation 1,657.99 1,026.01 1,590.95 391.96 (123.88) (755.08) (47.95) 3,739.98
Provision for taxation 144.40 136.86 (0.41) 720.94 (5.75) 996.04
Profit after taxation 1,657.99 1,026.01 1,446.55 255.10 (123.47) (1,476.02) (42.20) 2,743.94
Other Information
Segment assets 9,479.73 1,911.08 8,674.04 6,935.67 859.07 8,461.02 (4,171.97) 32,148.64
Capital expenditure 462.76 174.63 272.77 1,100.40 54.21 35.32 - 2,100.09
million
Financial Year 2016 Animal Vegetable Crop Dairy Other Unallocated Elimination Total
Total Sales 25,442.02 4,041.92 4,959.38 2,728.90 387.04 - (9.71) 37,549.55
Segment Result 1,836.90 616.30 950.76 (3.02) (127.03) - 3,273.91
unallocated income
Interest Income - - 17.19 8.20 13.58 78.84 (26.20) 91.61
Dividend Income and Profit on sale - - (1.03) (0.03) - 277.45 (19.02) 257.37
of Investments
Profit before Exceptional Items, Tax 1,836.90 616.30 906.31 (5.79) (133.99) (1,107.41) (19.02) 2,093.30
Investees
Share of Equity Accounted Investees - - - - - 326.58 - 326.58
Net of Tax
Exceptional Items - - (29.88) - - 975.81 - 945.93
Profit Before Taxation 1,836.90 616.30 876.43 (5.79) (133.99) 194.97 (19.02) 3,365.81
Provision for taxation - - 22.66 6.92 4.42 720.94 - 754.94
Profit after taxation 1,836.90 616.30 853.77 (12.71) (138.41) (525.96) (19.02) 2,610.87
Other Information
Segment assets 9,591.17 2,060.30 7,663.03 6,478.43 1,447.97 9,429.19 (5,438.00) 31,232.09
Segment liabilities 5,823.19 310.08 4,506.93 1,995.00 1,164.70 8,193.66 (916.55) 21,077.01
Capital expenditure 518.99 306.35 1,662.28 1,119.08 42.19 88.18 - 3,737.07
million
Financial Year 2015 Animal Feeds Vegetable Oil Crop Other Unallocated Elimination Total
Protection
Total Sales 25,429.88 3,937.98 3,352.48 397.90 - - 33,118.24
Segment Result 2,108.87 639.17 842.70 (55.36) - - 3,535.38
Unallocated expenditure net of - - - - (742.15) - (742.15)
unallocated income
Interest expenses - - - (39.11) (639.08) 23.55 (654.64)
Interest Income - - - 5.67 52.14 (23.55) 34.26
Dividend Income and Profit on sale - - - - 6.25 (6.25) -
of Investments
Profit before Exceptional Items, Tax 2,108.87 639.17 842.70 (88.80) (1,322.84) (6.25) 2,172.85
Investees
Share of Equity Accounted Investees - - - - 169.66 - 169.66
Net of Tax
Exceptional Items - - - - 364.48 - 364.48
Provision for taxation - - - 1.15 604.56 - 605.71
Other Information
Segment assets 8,197.30 1,868.02 2,361.00 1,016.22 4,283.17 (196.86) 17,528.85
Revenue and Expenses
Our revenue and expenditure is reported in the following manner:
467
Revenue
Revenue. Total revenue consists of revenue from operations and other income.
Revenue from operations. Revenue from operations comprises revenue from the sale of products and other operating revenue.
Sale of products comprises income from the sale of products by our Company and its Subsidiaries. Other operating revenue
comprises revenue from the sale of scrap and empties, export incentives, processing income, conversion, handling and storage
charges, service tax rebate, duty drawback and change in fair value of biological assets.
Other income. Other income primarily comprises profit on sale of investments (net), other miscellaneous income and income
from R&D center, interest received on loans and advances, interest others, interest received on deposits and royalty and
technical knowhow.
Expenses
Expenses consist of cost of raw materials consumed, purchase of stock-in-trade, changes in inventories of finished goods work-
in-progress and stock-in-trade, excise duty, employee benefits expense, finance costs, depreciation and amortization expenses
and other expenses.
Cost of raw materials consumed. Cost of raw materials consumed comprises costs incurred towards the purchase of all the raw
materials that we require for our manufacturing operations.
Purchase of stock-in-trade, changes in inventories of finished goods work-in-progress and stock-in-trade. Purchase of stock-
in-trade, changes in inventories of finished goods work-in-progress and stock-in-trade primarily comprises the cost of
agricultural produce and animal feeds.
Excise duty. Excise duty comprises duty paid on the sale of our crop protection products.
Employee benefits expense. Employee benefits expense comprises salaries, wages, bonus and allowances, contribution to
provident, gratuity and other funds, expense on employee stock based payments and staff welfare expense.
Finance costs. Finance costs primarily comprises interest expense paid to banks on loans and cash credit, interest expense
others and other borrowing costs.
Depreciation and amortization expenses. Depreciation and amortization expenses comprises depreciation on tangible assets
and amortization on intangible assets.
Other expenses. Other expenses primarily comprises miscellaneous expenses, advertising, selling and distribution expenses,
stores and spares consumed, power and fuel expenses, processing charges, rates and taxes, repairs and maintenance machinery
and freight expenses.
Our Results of Operations
The following table sets forth select financial data from our restated consolidated statement of profit and loss for the financial
years 2017, 2016 and 2015, the components of which are also expressed as a percentage of total revenue for such periods:
For the three months ended For the Financial Year

June 30, 2017 2017 2016 2015
( in million) (% of Total ( in (% of ( in (% of ( in (% of
Revenue) million) Total million) Total million) Total
Revenue) Revenue) Revenue)
Revenue:
Revenue from 13,632.69 99.6% 49,264.02 98.9% 37,549.55 98.4% 33,118.24 99.6%
Operations
Other Income 61.52 0.4% 570.45 1.1% 627.19 1.6% 136.77 0.4%
Total Revenue 13,694.21 100.0% 49,834.47 100.0% 38,176.74 100.0% 33,255.01 100.0%
Expenses:
Cost of materials 9,896.51 72.3% 36,171.24 72.6% 28,569.83 74.8% 25,061.34 75.4%
consumed
Purchases of 459.38 3.4% 1,836.28 3.7% 1,735.13 4.5% 1,464.01 4.4%
Stock-in-Trade
Changes In (118.21) (0.9%) (46.05) (0.1%) (855.40) (2.2%) (369.61) (1.1%)
Inventories of
Finished Goods,
Work-in-progress
468
For the three months ended For the Financial Year
June 30, 2017 2017 2016 2015
( in million) (% of Total ( in (% of ( in (% of ( in (% of
Revenue) million) Total million) Total million) Total
Revenue) Revenue) Revenue)
and Stock-in-
trade
Excise Duty 205.73 1.5% 153.15 0.3% 47.98 0.1% - -
Employee 688.94 5.0% 2,315.76 4.6% 1,556.82 4.1% 1,334.01 4.0%
Benefits
Expenses
Finance Costs 117.97 0.9% 863.42 1.7% 976.70 2.6% 654.64 2.0%
Depreciation and 216.44 1.6% 746.65 1.5% 523.75 1.4% 369.76 1.1%
Amortization
Expenses
Other Expenses 1,256.40 9.2% 4,441.50 8.9% 3,528.63 9.2% 2,568.01 7.7%
Total Expenses 12,723.16 92.9% 46,481.95 93.3% 36,083.44 94.5% 31,082.16 93.5%
Share of Equity- 107.42 0.8% 187.46 0.4% 326.58 0.9% 169.66 0.5%
accounted
Investees, Net of
Tax
Exceptional Items - - 200.00 0.4% 945.93 2.5% 364.48 1.1%
Profit Before 1,078.47 7.9% 3,739.98 7.5% 3,365.81 8.8% 2,706.99 8.1%
Tax
Tax Expense:
Current Tax 307.92 2.2% 743.75 1.5% 484.95 1.3% 550.62 1.7%
Deferred Tax 27.69 0.2% 252.29 0.5% 269.99 0.7% 55.09 0.2%
Profit for the 742.86 5.4% 2,743.94 5.5% 2,610.87 6.8% 2101.28 6.3%
period
Other
Comprehensive
Income:
Other (68.44) (0.5%) (6.11) 0.0% (21.70) (0.1%) (24.43) (0.1%)
Comprehensive
Income (net of
tax)
Total 674.42 4.9% 2,737.83 5.5% 2,589.17 6.8% 2,076.85 6.2%
Comprehensive
Income for the
Year
Three months ended June 30, 2017
Total Revenue. Our total revenue was 13,694.21 million for the three months ended June 30, 2017.
Revenue from Operations. Our revenue from operations was 13,632.69 million for the three months ended June 30, 2017.
Our revenue from the sale of products was 13,544.29 million for the three months ended June 30, 2017, primarily comprising:
sale of animal feed products of 6,344.64 million, representing 46.5% of our total revenue, for the three months ended
June 30, 2017; during the three months ended June 30, 2017, there was an increase in the volume of our cattle and
aqua feed products sold, which was partially offset by a decrease in the volume of broiler feed products sold by us;
sale of dairy products of 3,082.32 million, representing 22.6% of our total revenue, for the three months ended June
30, 2017; during the three months ended June 30, 2017, there was an increase in the procurement price of our raw
materials;
sale of crop protection products of 2,780.51 million, representing 20.4% of our total revenue, for the three months
ended June 30, 2017; and
sale of vegetable oil products of 1,309.09 million, representing 9.6% of our total revenue, for the three months ended
June 30, 2017.
469
Our other operating revenue was 88.40 million for the three months ended June 30, 2017, primarily comprising sale of scrap
and empties of 66.76 million and processing income of 21.64 million.
Other income. Our other income was 61.52 million for the three months ended June 30, 2017, primarily comprising other
miscellaneous income and income from R&D center of 31.13 million, applicable net gain on foreign currency transactions
and translation of 11.45 million and royalty and technical knowhow of 7.05 million.
Expenses
Cost of materials consumed. Cost of materials consumed was 9,896.51 million for the three months ended June 30, 2017.
Purchases of Stock-in-Trade. Purchases of Stock-in-Trade were 459.38 million for the three months ended June 30, 2017
comprising purchase of agri inputs.
Changes in inventories of finished goods, work-in-progress and stock-in-trade. Changes in inventories of finished goods, work-
in-progress and stock-in-trade was 118.21 million for the three months ended June 30, 2017.
Excise Duty. Excise duty expenses were 205.73 million for the three months ended June 30, 2017.
Employee Benefits Expenses. Employee benefits expenses were 688.94 million for the three months ended June 30, 2017,
primarily comprising salaries, wages, bonus and allowances of 588.28 million, staff welfare expenses of 50.65 million and
contribution to provident, gratuity and other funds of 42.73 million.
Finance costs. Finance costs were 117.97 million for the three months ended June 30, 2017, primarily comprising interest
expense others of 56.81 million and interest expense paid to banks on loans and cash credit of 44.82 million.
Depreciation and amortization expenses. Depreciation and amortization expenses were 216.44 million for the three months
ended June 30, 2017.
Other expenses. Other expenses were 1,256.40 million for the three months ended June 30, 2017, primarily comprising
processing charges of 251.52 million, miscellaneous expenses of 231.06 million, advertisement, selling and distribution
expenses of 222.16 million and power and fuel expenses of 209.39 million.
Total tax expense. Our total tax expense was 335.61 million for the three months ended June 30, 2017, comprising current
tax expense of 307.92 million and deferred tax expense of 27.69 million.
Profit for the period. Our profit for the period was 742.86 million for the three months ended June 30, 2017.
Financial Year 2017 compared to Financial Year 2016
Our results of operations for the financial year 2017 were affected by the following key factors:
Astec LifeSciences and Creamline Dairy became subsidiaries of our Company with effect from November 6, 2015
and December 21, 2015, respectively; consequently, a full year of operations of these subsidiaries were consolidated
in our financial statements for the financial year 2017; and
an increase in the volume of products sold in our crop protection and oil palm businesses.
Total Revenue. Our total revenue increased by 30.5% to 49,834.47 million for the financial year 2017 from 38,176.74
million for the financial year 2016, primarily due to an increase in revenue from operations.
Revenue from Operations. Our revenue from operations increased by 31.2% to 49,264.02 million for the financial year 2017
from 37,549.55 million for the financial year 2016, primarily due to an increase in our revenue from sale of products.
Our revenue from the sale of products increased by 31.2% to 48,921.08 million for the financial year 2017 from 37,289.10
million for the financial year 2016, primarily due to:
an increase in revenue from our animal feed business to 26,208.22 million for the financial year 2017 from
25,442.02 million for the financial year 2016; during the financial year 2017, there was an increase in the volume and
selling price of our cattle and layer feed products and an increase in the volume of aqua feed products sold, which was
partially offset by a decrease in the volume of broiler feed products sold by us;
an increase in revenue from the sale of oil palm products to 5,066.42 million for the financial year 2017 from
4,041.92 million for the financial year 2016; during the financial year 2017, there was an increase in the volume and
selling price of crude palm oil;
470
an increase in revenue from our crop protection business to 7,647.25 million for the financial year 2017 from
4,959.38 million for the financial year 2016; as during the financial year 2017, the financial results of Astec
LifeSciences were consolidated in our financial statements for the full year and there was an increase in the volume
and selling price of our crop protection products;
an increase in revenue from our dairy business to 10,099.17 million for the financial year 2017 from 2,728.90
million for the financial year 2016; during the financial year 2017, the financial results of Creamline Dairy were
consolidated in our financial statements for the full year; and
an increase in revenue from our other businesses to 409.78 million for the financial year 2017 from 387.04 million
for the financial year 2016; during the financial year 2017; we sold higher volumes of corn and bajra.
Our other operating revenue increased by 31.7% to 342.94 million for the financial year 2017 from 260.45 million for the
financial year 2016, primarily due to an increase in processing income to 54.72 million for the financial year 2017 from nil
for the financial year 2016 and an increase in sale of scrap and empties, primarily comprising gunny bags, to 245.74 million
for the financial year 2017 from 222.24 million for the financial year 2016.
Other income. Other income decreased by 9.0% to 570.45 million for the financial year 2017 from 627.19 million for the
financial year 2016. This decrease was primarily due to change in fair valuation of investment amounting to 85.54 million
and profit on sale of investments of 257.19 million, which was accounted for in the financial year 2016 reflecting sale of
investment of the equity shares held by us in Future Consumer Enterprises Limited. This decrease was partially offset by profit
earned on sale of investment (net) of the equity shares held by us in Polchem Hygiene Products Limited amounting to 279.90
million for the financial year 2017.
Expenses
Cost of materials consumed. Cost of materials consumed increased by 26.6% to 36,171.24 million for the financial year 2017
from 28,569.83 million for the financial year 2016. This increase was primarily due to a full year of operations of Astec
LifeSciences and Creamline Dairy being consolidated in our financial statements for the financial year 2017 and expenses
incurred to purchase higher volumes of raw materials due to an overall increase in the manufacturing and sale of our crop
protection, oil palm and animal feed products.
Purchases of Stock-in-Trade. Purchases of Stock-in-Trade increased by 5.8% to 1,836.28 million for the financial year 2017
from 1,735.13 million for the financial year 2016, primarily due to an increase in the volume of agricultural products traded
by us.
in-progress and stock-in-trade was 46.05 million for the financial year 2017 as compared to 855.40 million for the financial
year 2016, primarily attributable to the timing of manufacturing and sale of products.
Excise Duty. Excise duty expenses increased to 153.15 million for the financial year 2017 from 47.98 million for the
financial year 2016, primarily on account of products manufactured and sold by Astec LifeSciences.
Employee Benefits Expenses. Employee benefits expenses increased by 48.7% to 2,315.76 million for the financial year 2017
from 1,556.82 million for the financial year 2016, primarily due to a full year of operations of Astec LifeSciences and
Creamline Dairy being consolidated in our financial statements for the financial year 2017, an increase in our number of
employees as a result of the growth in our business and operations and annual compensation increments given to our employees.
Our number of employees increased to 3,740 employees as of March 31, 2017 from 3,198 employees as of March 31, 2016.
Finance costs. Finance costs reduced by 11.6% to 863.42 million for the financial year 2017 from 976.70 million for the
financial year 2016, primarily due to a decrease in other borrowing costs (primarily comprising consortium charges, commercial
paper issue charges and interest on acceptances reclassified as borrowings) to 31.63 million for the financial year 2017 from
399.53 million for the financial year 2016, which was partially offset by an increase in interest expense others (primarily
comprising interest on non-convertible debentures and commercial papers) to 636.43 million for the financial year 2017 from
457.99 million for the financial year 2016 and an increase in interest expense paid to banks on loans and cash credit to
186.95 million for the financial year 2017 from 119.18 million for the financial year 2016.
Depreciation and amortization expenses. Depreciation and amortization expenses increased by 42.6% to 746.65 million for
the financial year 2017 from 523.75 million for the financial year 2016, primarily due to a full year of operations of Astec
LifeSciences and Creamline Dairy being consolidated in our financial statements for the financial year 2017 and depreciation
accounted for on new fixed assets added to our animal feed and oil palm businesses.
Other expenses. Other expenses increased by 25.9% to 4,441.50 million for the financial year 2017 from 3,528.63 million
for the financial year 2016, primarily due to an increase in processing charges to 889.06 million for the financial year 2017
from 667.76 million for the financial year 2016, an increase in miscellaneous expenses to 907.48 million for the financial
471
year 2017 from 699.08 million for the financial year 2016, an increase in advertisement, selling and distribution expenses to
758.46 million for the financial year 2017 from 621.84 million for the financial year 2016 on account of a full year of
operations of Creamline Dairy being consolidated in our financial statements for the financial year 2017 and an increase in
power and fuel expenses to 768.63 million for the financial year 2017 from 640.76 million for the financial year 2016 due
to an overall growth in our businesses.
Exceptional items. During the financial year 2017, an amount of 200.00 million being advance given to the Godrej Industries
Limiteds ESOP Trust was written back on account of recovery of the advance.
Total tax expense. Our total tax expense increased by 31.9% to 996.04 million for the financial year 2017 from 754.94
million for the financial year 2016, as a result of an increase in profit before tax. For the financial year 2017, we had a current
tax expense of 743.75 million and a deferred tax expense of 252.29 million. For the financial year 2016, we had a current
tax expense of 484.95 million and a deferred tax expense of 269.99 million. Our effective tax rate was 26.6% and 22.4%
for the financial year 2017 and 2016, respectively.
Profit for the period. Our profit for the period increased by 5.1% to 2,743.94 million for the financial year 2017 from
2,610.87 million for the financial year 2016.
Financial Year 2016 compared to Financial Year 2015
Our results of operations for the financial year 2016 were affected by the following key factors:
Astec LifeSciences and Creamline Dairy became subsidiaries of our Company with effect from November 6, 2015
and December 21, 2015, respectively; consequently, the operations of these subsidiaries were consolidated for such
interim periods in our financial statements during the financial year 2016; and
an increase in the volume of products sold in our crop protection business.
Total Revenue. Our total revenue increased by 14.8% to 38,176.74 million for the financial year 2016 from 33,255.01
million for the financial year 2015, primarily due to an increase in revenue from operations.
Revenue from Operations. Our revenue from operations increased by 13.4% to 37,549.55 million for the financial year 2016
from 33,118.24 million for the financial year 2015, primarily due to an increase in revenue from the sale of products.
Our revenue from the sale of products increased by 13.4% to 37,289.10 million for the financial year 2016 from 32,892.11
million for the financial year 2015, primarily due to:
Creamline Dairy becoming a subsidiary of our Company with effect from December 21, 2015 and its financial results
were consolidated in our financial statements from such date; and
an increase in revenue from our crop protection business to 4,959.38 million for the financial year 2016 from
3,352.48 million for the financial year 2015; during the financial year 2016, we sold higher volumes of crop protection
products and also had an increase in the selling price of such products
Our other operating revenue increased by 15.2% to 260.45 million for the financial year 2016 from 226.13 million for the
financial year 2015, primarily due to an increase in export incentives to 25.49 million for the financial year 2016 from nil for
the financial year 2015 and an increase in conversion, handling and storage charges to 12.07 million for the financial year
2016 from nil for the financial year 2015.
Other income. Other income increased to 627.19 million for the financial year 2016 from 136.77 million for the financial
year 2015, primarily due to a profit on sale of investments of 257.19 million and a change in fair valuation of investment
amounting to 85.54 million accounted for in the financial year 2016, which was absent in the financial year 2015, an increase
in profit on sale of fixed assets (net) to 49.27 million for the financial year 2016 from 5.27 million for the financial year
2015 and an increase in interest received on deposits to 73.82 million for the financial year 2016 from 34.24 million for the
Expenses
Cost of materials consumed. Cost of materials consumed increased by 14.0% to 28,569.83 million for the financial year 2016
from 25,061.34 million for the financial year 2015. This increase was primarily due to the operations of Astec LifeSciences
and Creamline Dairy being consolidated in our financial statements for the financial year 2016 and expenses incurred to
purchase higher volumes of raw material due to an overall increase in the manufacturing and sale of our crop protection
products.
472
Purchases of Stock-in-Trade. Purchases of stock-in-trade increased by 18.5% to 1,735.13 million for the financial year 2016
from 1,464.01 million for the financial year 2015, primarily due to an increase in the volume of crop protection products
traded by us, which was partially offset by the discontinuation of trading in animal feed products during the financial year 2016.
in-progress and stock-in-trade was 855.40 million for the financial year 2016 as compared to 369.61 million for the financial
year 2015, primarily attributable to the timing of manufacturing and sale of products.
Excise Duty. Excise duty expenses were 47.98 million for the financial year 2016, which were nil for the financial year 2016,
primarily due to the operations of Astec LifeSciences being consolidated in our financial statements during the financial year
2016.
Employee Benefits Expenses. Employee benefits expenses increased by 16.7% to 1,556.82 million for the financial year 2016
from 1,334.01 million for the financial year 2015, primarily due to the operations of Astec LifeSciences and Creamline Dairy
being consolidated in our financial statements during the financial year 2016, an increase in our number of employees as a
result of the acquisitions and the growth in our business and operations and annual compensation increments given to our
employees. Our number of employees increased to 3,198 employees as of March 31, 2016 from 1,541 employees as of March
31, 2015.
Finance costs. Finance costs increased by 49.2% to 976.70 million for the financial year 2016 from 654.64 million for the
financial year 2015, primarily due to an increase in other borrowing costs (primarily comprising consortium charges,
commercial paper issue charges and interest on acceptances reclassified as borrowings) to 399.53 million for the financial
year 2016 from 361.22 million for the financial year 2015 and an increase in interest expense others (primarily comprising
interest on non-convertible debentures and commercial papers) to 457.99 million for the financial year 2016 from 222.78
million for the financial year 2015 on account of the incurrence of indebtedness in connection with the acquisitions of Astec
LifeSciences and Creamline Dairy, which was partially offset by a reduction in interest expense acceptances to nil for the
financial year 2016 from 351.99 million for the financial year 2015.
Depreciation and amortization expenses. Depreciation and amortization expenses increased by 41.6% to 523.75 million for
the financial year 2016 from 369.76 million for the financial year 2015, primarily due to the operations of Astec LifeSciences
and Creamline Dairy being consolidated in our financial statements for the financial year 2016, depreciation accounted for on
new fixed assets added to our animal feed business and on the assets of corporate head office capitalized during the financial
year 2016.
Other expenses. Other expenses increased by 37.4% to 3,528.63 million for the financial year 2016 from 2,568.01 million
for the financial year 2015, primarily due to an increase in miscellaneous expenses to 699.08 million for the financial year
2016 from 477.02 million for the financial year 2015, an increase in advertisement, selling and distribution expenses to
621.84 million for the financial year 2016 from 386.79 million for the financial year 2015 on account of the operations of
Creamline Dairy being consolidated in our financial statements during the financial year 2016, an increase in power and fuel
expenses to 640.76 million for the financial year 2016 from 429.47 million for the financial year 2015 and an increase in
freight expenses to 253.01 million for the financial year 2016 from 66.80 million for the financial year 2015.
Exceptional items. For the financial year 2016, exceptional income is primarily in relation to the restatement of pre-acquistion
stake in Creamline Dairy at fair value. For the financial year 2015, exceptional income pertains to swap of investment in Aadhar
Retailing Limited (which was written off through reserves), with that of Future Consumer Enterprises Limited during the year.
Total tax expense. Our total tax expense increased by 24.6% to 754.94 million for the financial year 2016 from 605.71
million for the financial year 2015, as a result of an increase in profit before tax. For the financial year 2016, we had a current
tax expense of 484.95 million and a deferred tax expense of 269.99 million. For the financial year 2015, we had a current
tax expense of 550.62 million and a deferred tax expense of 55.09 million. Our effective tax rate was 22.4% and 22.4% for
the financial year 2016 and 2015, respectively.
Profit for the period. Our profit for the period increased by 24.3% to 2,610.87 million for the financial year 2016 from
2,101.28 million for the financial year 2015.
Cash Flows
The following table sets forth our cash flows for the periods indicated:
( in millions)
Three months Financial Year
ended June 2017 2016 2015
30, 2017
Net Cash generated from Operating Activities 167.71 8,973.03 1,683.19 1,088.28
Net Cash (used in) Investing Activities (663.84) (868.19) (4,277.96) (1,306.62)
473
Three months Financial Year
ended June 2017 2016 2015
30, 2017
Net Cash generated from/ (used in) Financing Activities 332.77 (7,880.67) 2,783.86 (789.86)
Net increase/(decrease) in cash and cash equivalents (163.36) 224.17 189.09 (1,008.20)
Operating Activities
Net cash generated from operating activities was 167.71 million for the three months ended June 30, 2017. While our net
profit before taxes was 1,078.47 million for the three months ended June 30, 2017, we had an operating cash flow before
working capital changes of 1,338.35 million, primarily as a result of depreciation of 216.44 million and finance cost of
117.97 million. Our working capital adjustments to our operating cash flow for the three months ended June 30, 2017 primarily
consisted of trade receivables of 1,992.24 million, trade payables and other current liabilities of 1,538.16 million, inventories
of 715.93 million and short term provisions and other short term liabilities of 353.32 million.
Net cash generated from operating activities was 8,973.03 million for the financial year 2017. While our net profit before
taxes was 3,739.98 million for the financial year 2017, we had an operating cash flow before working capital changes of
4,680.07 million, primarily as a result of finance cost of 863.42 million and depreciation of 746.65 million. Our working
capital adjustments to our operating cash flow for the financial year 2017 primarily consisted of trade payables and other current
liabilities of 5,099.34 million, long term loans and advances and other non-current assets of 2,299.38 million, trade
receivables of 820.35 million, inventories of 752.50 million and short term provisions and other short term liabilities of
640.26 million.
capital adjustments to our operating cash flow for the financial year 2016 primarily consisted of short term loans and advances
and other current assets of 825.39 million, trade payables and other current liabilities of 523.87 million, inventories of
1,292.13 million and trade receivables of 1,217.14 million.
capital adjustments to our operating cash flow for the financial year 2015 primarily consisted of short term provisions and other
long-term liabilities of 299.46 million, trade payables and current liabilities of 132.15million, inventories of 642.67 million
and trade receivables of 465.34 million.
Investing Activities
Net cash used in investing activities was 663.84 million for the three months ended June 30, 2017 primarily consisting of
acquisition of fixed assets of 555.63 million and purchase of investments of 120.73 million, which was partially offset by
proceeds from sale of fixed assets of 8.05 million and interest received of 3.91 million.
Net cash used in investing activities was 868.19 million for the financial year 2017, primarily consisting of acquisition of
fixed assets of 2,048.98 million and purchase of investments of 258.99 million and intercorporate deposits taken of 300.00
million, which was partially offset by proceeds from sale of investments of 868.57 million.
Net cash used in investing activities was 4,277.96 million for the financial year 2016, primarily consisting of purchase of
investments of 3,061.22 million, acquisition of fixed assets of 1,331.81 million and intercorporate deposits given of 715.30
million, which was partially offset by proceeds from sale of investments of 628.50 million.
Net cash used in investing activities was 1,306.62 million for the financial year 2015, primarily consisting of acquisition of
fixed assets of 1,118.48 million, purchase of investments of 130.75 million, intercorporate deposits given of 110.03
million, which was partially offset by proceeds from sale of fixed assets of 19.81 million.
Financing Activities
Net cash generated from financing activities was 332.77 million for the three months ended June 30, 2017, primarily consisting
proceeds from short-term borrowings of 5,245.45 million, which was partially offset by repayment of short-term borrowings
of 4,781.47 million.
Net cash used in financing activities was 7,880.67 million for the financial year 2017, primarily consisting repayment of
short-term borrowings of 11,406.59 million and finance cost of 861.42 million, partially offset by proceeds from short-term
borrowings of 4,806.10 million.
474
Net cash generated from financing activities was 2,783.86 million for the financial year 2016, primarily consisting of proceeds
from short-term borrowings of 10,955.97 million and proceeds from long-term borrowings of 807.00 million, partially offset
by repayment of short-term borrowings of 6,192.16 million and dividend & dividend tax paid of 541.30 million.
Net cash used in financing activities was 789.86 million for the financial year 2015, primarily consisting of repayment of
short term borrowings of 4,478.93 million, repayment of long-term borrowings of 1,602.70 million and dividend and
dividend tax paid of 825.53 million, partially offset by proceeds from short-term borrowings of 6,087.58 million and
proceeds from long term borrowings of 680.00 million.
Financial Indebtedness
The following table sets forth our principal amount of financial indebtedness as of June 30, 2017:
As of June 30, 2017

( in millions)
Secured Loans
Long Term Borrowings 10.42
Short Term Borrowings 172.59
Total Secured Loans 183.01
Unsecured Loans
Long Term Borrowings 221.71
Short Term Borrowings 6,787.59
Total Unsecured Loans 7,009.30
Grand Total 7,192.31
See Financial Indebtedness for a description of broad terms of our indebtedness on page 480 of this Red Herring Prospectus.
In the event our lenders declare an event of default, such current and any future defaults could lead to acceleration of our
obligations, termination of one or more of our financing agreements or force us to sell our assets, which may adversely affect
our business, results of operations and financial condition. See Risk factors Internal Risk Factors - Our inability to meet our
obligations, including financial and other covenants under our debt financing arrangements could adversely affect our business
and results of operations.
Credit Ratings
In August 2016, ICRA Limited assigned us the following ratings:
Instrument Rating Action
Long-term, Fund-based facilities [ICRA]AA (stable) reaffirmed

Long-term, Non Convertible Debenture Programme [ICRA]AA (stable) reaffirmed
Commercial Paper Programme [ICRA]A1 + reaffirmed
Short-tem, Non fund-based facilities [ICRA]A1 + reaffirmed
Short-term, Short-term loans [ICRA]A1 + reaffirmed
Capital and Other Commitments
As of June 30, 2017, our estimated amount of contracts remaining to be executed on capital account and not provided for was
1,445.41 million.
The following table sets forth a summary of the maturity profile of our contractual obligations as of June 30, 2017:
( in millions)
Other contractual obligations Payments due by period
Total Less than 1 1 -3 years 3 5 years More than 5
year years
Debt obligations (include short and long term) 7,200.01 6,997.59 69.63 132.73 0.06
Purchase obligations* 1,445.41 1,445.41 - - -
Other non-current liabilities 173.97 - 173.97 - -
Provision for gratuity and compensated absences# 152.75 110.01 - - -
Put option liability 358.79 173.96 184.82 - -
Total 9,330.93 8,726.97 428.42 132.73 0.06
475
# The timing of settlement cannot be estimated.
* Purchase obligations do not include obligations in the regular course of business in respect of raw materials and consumables and
pertains only to capital commitments.
( in millions)
Other contractual obligations Payments due by period
Total Less than 1 year 1 -5 years More than 5
years
Operating lease obligations 147.87 26.94 90.07 30.86
Total 147.87 26.94 90.07 30.86
Capital Expenditure
For the three months ended June 30, 2017, we capitalized 351.22 million, primarily in plant and machinery and buildings.
For the financial year 2017, we capitalized 1,429.53 million, primarily in plant and machinery and buildings. For the financial
year 2016, we capitalized 2,352.79 million, primarily in plant and machinery and buildings. For the financial year 2015, we
capitalized 1,195.53 million, primarily in plant and machinery and buildings. During the financial year 2018, we expect to
incur planned capital expenditures of approximately 2,456.00 million towards plant and equipment and buildings.
Contingent Liabilities and Commitments
The following table sets forth our contingent liabilities as of June 30, 2017:

( in millions)

Excise duty demands relating to disputed classification, assessable values, availment of credit 1,616.75
which we have contested and is in appeal at various levels.
Service Tax demands relating to reverse charge mechanism for the services availed. 0.16
We have preferred an appeal with the Customs Department in the matter of assessable value of 9.95
imported capital goods and presently the case is pending with the Commissioner of Customs,
Chennai.
Income Tax
We have received a rectification order under section 154 of Income Tax Act, 1961 for 13.24
assessment year 2014-15 dated January 23, 2017, as per the said order amount
determined to be payable is 13.24 million, which includes interest amounting to 2.55
million.
We have preferred an appeal before the Commissioner of Income Tax (Appeals) against 14.31
the order of the assessing officer for the assessment year 2013-14 in which a demand
of 14.31 million has been determined to be payable by the Company.
We have preferred appeal against the order of assessing officer and CIT in which 43.79
demand of 43.79 million has been determined for various assessment years as under.
The said demand also included interest payable up to the date of passing order by the
competent authority i.e. assessing officer/CIT
We had preferred an appeal against the dis-allowance of deduction under section 80-I 5.13
of the Income Tax Act, 1961, the details of which are given below. The Appellate
Tribunal Hyderabad has passed an order to, partly allow deduction under section 80- I
of the Income Tax Act, in respect of milk products manufactured. The assessing officer
order for part refund of Income tax paid is still pending.
We have preferred an appeal against the disallowance of deduction under section 3.82
32(1)(iia) of the Income Tax Act, 1961. Against the aforesaid demand, we have
deposited/adjusted payment aggregating to 3.37 million.
We have preferred an appeal against the dis-allowance of deduction under section 1.28
36(1)(iva) of the Income Tax Act, 1961 and other expenditure. Against the aforesaid
demand, we have deposited the demand amount of tax.
We have preferred an appeal against the dis-allowance under section 14A and under 1.08
section 36 of the Income Tax Act, 1961. Against the aforesaid demand, the refund has
adjusted (Tax Deposited).
Sales Tax 44.04
Contingent Liabilities against pending C & H Forms
We have preferred an appeal against levy of sales tax on sale of cream and has deposited 2.62
the entire demand of tax.
476
( in millions)
We have received assessment orders for the financial year 2010-11 in respect of 0.11
assessment of Value Added Tax from the Assistant Commissioner (CT) for 0.11
million. This pertains to disallowance of value added tax input credit claimed. We have
gone on appeal and the same was remanded to assessing officer. The revision order
from the assessing officer is awaited.
Civil Matters 650.00
Nath Bio-Genes (India) Limited has filed a suit against the Group alleging that some
product supplied by the Group was responsible for the poor germination of its seeds.
Surety Bond issued on behalf of fellow subsidiary. 12.07
Letters of Credit given by Group (Different letter of credits issued to various suppliers for supply 191.32
of material to us.)
Guarantees issued by the Banks and counter guaranteed by the group which have been secured 127.42
by deposits with bank.
Claims against the Company not acknowledged as debt. 97.93
Off-Balance Sheet Commitments and Arrangements
We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with affiliates
or other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-
balance sheet arrangements.
Quantitative and Qualitative Analysis of Market Risks
We are exposed to various types of market risks during the normal course of business. Market risk is the risk of loss related to
adverse changes in market prices, including interest rate risk and commodity risk. We are exposed to commodity risk, liquidity
risk, credit risk and inflation risk and in the normal course of our business.
Commodity Risk
We are exposed to the price risk associated with purchasing our raw materials, which form the highest component of our
expenses. We typically do not enter into formal arrangements with our vendors. Therefore, fluctuations in the price and
availability of raw materials may affect our business and results of operations. We do not currently engage in any hedging
activities against commodity price risk. For further information, see Risk Factors Internal Risk Factors - We do not have
long-term agreements with suppliers for our raw materials and an increase in the cost of, or a shortfall in the availability of
such raw materials could have an adverse effect on our business and results of operations on page 17.
Liquidity Risk
Liquidity risk is the risk that we will encounter difficulties in meeting the obligations associated with our financial liabilities
that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, as far as possible,
that we will have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to our reputation.
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. We are exposed to credit risk from our operating activities, primarily from trade receivables. We typically
have credit terms of 21 to 120 days with our customers. As of June 30, 2017 and March 31, 2017, 2016 and 2015, our trade
receivables were 7,207.54 million, 5,219.83 million, 4,545.40 million and 2,692.61 million, respectively. See Risk
Factors Internal Risk Factors Any inability on our part to collect amounts owed to us could result in the reduction of our
profits on page 28.
Inflation risk
India has experienced high inflation in the recent past, which has contributed to an increase in interest rates. High fluctuation
in inflation rates may make it more difficult for us to accurately estimate or control our costs.
Unusual or Infrequent Events or Transactions
477
Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or
transactions that have in the past or may in the future affect our business operations or future financial performance.
Known Trends or Uncertainties
Our business has been affected and we expect that it will continue to be affected by the trends identified above in Significant
Factors Affecting Our Results of Operations and the uncertainties described in the section Risk Factors on pages 460 and
16, respectively, of this Red Herring Prospectus. To our knowledge, except as disclosed in this Red Herring Prospectus, there
are no known factors which we expect to have a material adverse effect on our income.
Future Relationship between Cost and Revenue
Other than as described in Risk Factors and this section, there are no known factors that might affect the future relationship
between cost and revenue.
Suppliers
We typically source our raw materials from multiple vendors in India. For our poultry and processed foods business, we require
the Vencobb breed of birds, which we source from one of our competitors.
Competitive Conditions
We expect competition in our industry from existing and potential competitors to intensify. For details, please refer to the
discussions of our competition in the sections Risk Factors and Our Business on pages 16 and 128, respectively, of this
Red Herring Prospectus.
Seasonality of Business
Our business is affected by seasonal variations and adverse weather conditions. For further details see, Risk Factors Internal
Risk Factors - Unfavourable local and global weather patterns may have an adverse affect on our business, results of operations
and financial condition and Risk Factors Internal Risk Factors - Certain of our businesses are subject to seasonal
variations that could result in fluctuations in our results of operations.
New Products or Business Segments
Except as disclosed in Our Business on page 128 of this Red Herring Prospectus, we have not announced and do not expect
to announce in the near future any new products or business segments.
Significant Developments occurring after June 30, 2017
Our Company has undertaken a Pre-IPO Placement post the filing of the Draft Red Herring Prospectus, wherein on September
14, 2017, our Company allotted an aggregate of 192,901 Equity Shares at a price of 440 per Equity Share for cash
consideration aggregating to 84.88 million to identified employees of certain of our Group Companies and Joint Ventures.
For information in relation to the allottees, see Capital Structure Notes to the Capital Structure Equity Share Capital
History of our Company on page 75. Further, our Company issued letters of grant each dated September 11, 2017 under the
ESPS to identified employees of our Company, Subsidiaries and our holding company, granting up to 405,500 Equity Shares
of our Company. For information, see Capital Structure Notes to the Capital Structure Employee Share Purchase Scheme
(ESPS) on page 87.
Except as disclosed above, and in this Red Herring Prospectus, to our knowledge no circumstances have arisen since the date
of the last financial statements disclosed in this Red Herring Prospectus which materially and adversely affect or are likely to
affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12
months.
Recent Accounting Pronouncements
As of the date of this Red Herring Prospectus, there are no recent accounting pronouncements, which would have a material
effect on our financial condition or results of operations.
478
STATEMENT OF CAPITALISATION
Restated consolidated capitalisation statement
We have set out below the post-Issue details of the restated consolidated statement of capitalisation, in addition to the statement
of capitalisation stated in Financial Statements - Annexure - X: Restated Statement of Capitalisation on page 351 (which will
be calculated upon completion of the Issue).
Million
Particulars As at June 30, 2017
Pre Issue As adjusted for the Issue, Pre-
IPO and ESPS
Debt:
Long term borrowings 194.73 []
Short term borrowings 6,960.18 []
Current portion of Secured long term borrowings, included 37.40 []
in Other Current Liabilities
Total debt (A) 7,192.31 []
Shareholders Funds:
Equity Share Capital 1,851.31 []
Reserves and Surplus 8,875.81 []
Total Shareholders Funds (B) 10,727.12 []
Total Debt/Shareholder fund (A/B) 0.67 []
Notes:
(i) The above has been computed on the basis of the Restated Consolidated Financial Statement - Annexure I and Annexure II.
(ii) Subsequent to June 30, 2017, our Company has completed, pursuant to allotment in IPO Committee meeting held on September 14,
2017, a Pre-IPO placement of 192,901 Equity Shares at a price of 440 per Equity Share for cash consideration aggregating to
84.88 million.
479
FINANCIAL INDEBTEDNESS
Our Company avails loans in the ordinary course of business for the purposes of capital expenditure, working capital including
but not limited to procurement of raw materials, cash flow mismatch, to meet routine finance requirements and for general
corporate purposes.
As on August 31, 2017, the aggregate outstanding borrowings of our Company and its Subsidiaries on a consolidated basis are
as follows:
Category of borrowing Outstanding amount

(in million)
Fund Based* 8,837.69
Non Fund Based 1,063.71
Total 9,901.40
*Fund based includes commercial papers of 5,250 million
The fund based limits are fungible with the non-fund based facilities which have the sublimit for the letter of credit.
Principal terms of the borrowings availed by our Company and its Subsidiaries:
The details provided below are indicative and there may be additional terms, conditions and requirements under the various
borrowing arrangements entered into by us.
1. Interest: In terms of the fund based facilities availed by us, the interest rate is decided by the lenders and mutually
agreed by our Company. The interest rate typically ranges from 6 % to 9 %.
2. Tenor: The tenor of the fund based and non-fund based facilities availed by us typically ranges from six months to
one year. Further, certain of our facilities are payable on demand.
3. Security: In terms of our borrowings where security needs to be created, we are typically required to:
a) create charge on certain movable assets of our Company, including current assets, book debts, stocks and
receivables;
b) issue demand promissory notes; and
c) provide counter guarantees.
4. Repayment: While certain fund based facilities are repayable on demand, the repayment period for the other facilities
typically ranges from 180 days to one year.
5. Key covenants:
In terms of our facility agreements and sanction letters, we are required to:
a) provide quarterly financial statements, and yearly audited financial statements;
b) observe compliance with environmental laws;
c) monitor compliance with financial covenants;
d) monitor end-use of the facility amounts for stated purpose for which the facility is availed;
e) intimate the lenders about change in line of business or change in ownership;
f) intimate the lenders about change in capital structure;
g) observe restrictions on further indebtedness over and above the specified threshold; and
h) provide details of the recovery suits pending by or against any bank or financial institution.
6. Events of default:
In terms of our facility agreements and sanction letters, the following, among others, constitute as events of default:
a) failure to pay amounts on the due date;
480
b) upon shareholding of GIL in our Company falling below 51%;
c) proceedings of winding up not being disposed off or stayed in a stipulated time frame, or if any creditor or
liquidator takes possession of our property, or any similar events of bankruptcy or suspension of payment to
creditor;
d) use of the facility for investments in capital markets, or investment in real estate;
e) any material adverse affect which would have an effect on our ability to repay the facilities availed;
f) suspension or cessation of business;
g) any circumstance of expropriation or unlawfulness for continuance of facility.
Additionally, our Company is required to ensure that the aforementioned events of default and other events of default,
as specified under the various loan documentation entered into by our Company for the purpose of availing of loans is
not triggered.
7. Consequences of occurrence of events of default:
In terms of our facility agreements and sanction letters, the following, among others, are the consequences of
occurrence of events of default, our lenders may:
a) withdraw or cancel the sanctioned facilities;
b) enforce their security over the hypothecated assets;
c) seek immediate repayment of all or part of the outstanding amounts under the respective facilities; and
d) initiate legal proceedings for recovery of their dues.
481
SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
The details of outstanding litigation or proceedings relating to our Company, our Subsidiaries, our Joint Ventures, our Group
Companies, our Directors and our Promoters are described in this section in the manner as detailed below.
Disclosure of litigation involving our Company, our Subsidiaries and/or Joint Ventures:
Except as disclosed below there are no (i) criminal proceedings involving our Company, our Subsidiaries and/or our Joint
Ventures, (ii) actions taken by regulatory or statutory authorities involving our Company, our Subsidiaries and/or our Joint
Ventures, (iii) other matters involving our Company, our Subsidiaries and/or our Joint Ventures which are identified as material
in terms of the materiality policy (as disclosed herein below), (iv) matters involving our Company, our Subsidiaries and/or our
Joint Ventures, whose outcome could have material adverse effect on the position of our Company, (v) matters initiated against
our Company for economic offences, (vi) acts of material fraud committed against our Company in the last five years preceding
the date of this Red Herring Prospectus (including action taken by our Company, if so), (vii) default and non-payment of
statutory dues by our Company, (viii) inquiry, inspections or investigations initiated or conducted under the Companies Act or
any previous companies law in the last five years preceding the date of this Red Herring Prospectus against our Company
and/or our Subsidiaries, prosecutions filed (whether pending or not), fines imposed or compounding of offences done in the
last five years preceding the date of this Red Herring Prospectus against our Company and/or our Subsidiaries, (ix) matters
involving our Company, our Subsidiaries and/or our Joint Ventures pertaining to violations of securities law, and (x) all matters
filed against our Company, our Subsidiaries and/or our Joint Ventures which are in the nature of winding up petitions.
In relation to (iii) above, given the nature and extent of operations of our Company, our Subsidiaries and our Joint Ventures,
the outstanding litigation involving our Company, our Subsidiaries and/or our Joint Ventures which exceed an amount being
less than the lesser of 1% of the profit after tax or 1% of the net worth of our Company, as per the Restated Financial Statements
of our Company (as at and for the Financial Year 2017), on a consolidated basis would be considered material for our Company.
The profit after tax and net worth of our Company as per the Restated Financial Statements, on a consolidated basis, as of and
for the Financial Year 2017, was 2,729.17 million and 10,087.80 million, respectively. Accordingly, we have disclosed all
outstanding litigation involving our Company, our Subsidiaries and/or our Joint Ventures where (i) the aggregate amount
involved exceeds 10 million (being an amount which is less than the lesser of 1% of the consolidated net profit after tax and
1% of the consolidated net worth of our Company as per the Restated Financial Statements of our Company (as of and for the
Financial Year 2017), individually, (ii) the decision in one case is likely to affect the decision in similar cases, even though the
amount involved in that individual litigation may not exceed 10 million, and (iii) all other outstanding litigation which may
not meet the specific threshold and parameters as set out in (i) or (ii) above, but where an adverse outcome would materially
and adversely affect the business, operations, financial position or reputation of our Company.
Our Board has also approved that dues owed by our Company on a standalone basis to the small scale undertakings and other
creditors exceeding 1% of the total dues owed to the small scale undertakings and other creditors would be considered as
material dues for our Company and accordingly, we have disclosed consolidated information of outstanding dues owed to small
scale undertakings and other creditors, separately giving details of number of cases and amount for all dues where each of the
dues exceed 29 million (being less than approximately 1% of total dues owed by our Company to the small scale undertakings
and other creditors as of June 30, 2017).
For details of the manner of disclosure of litigation relating to our Group Companies, Directors, Promoters, see Outstanding
Litigation and Material Developments Litigation involving our Group Companies, Outstanding Litigation and Material
Developments Litigation involving our Directors, Outstanding Litigation and Material Developments Litigation
involving our Promoters on pages 494, 504, 506 respectively. For details of outstanding litigation in relation to direct and
indirect taxes involving our Company, Subsidiaries, Group Companies and Directors, see Outstanding Litigation and
Material Developments Tax Proceedings on page 507.
Litigation involving our Company
A Litigation filed against our Company
Criminal matters
Criminal matters against our Company
1. Five complaints have been filed by various Insecticides Inspectors (collectively, the Complainant) before
various courts such as JMFC, Raigad, Solapur, against inter alia our Company and certain officers of our
Company (the Accused) for allegedly selling, storing, distributing and misbranding of the insecticides in
violation of inter alia Sections 3, 13, 17 and 18 of the Insecticides Act. The Complainant had drawn a sample
(the Sample) of the respective insecticides which allegedly failed to conform to the relevant specifications
and failed in active ingredients and accordingly, the Insecticides Inspectors had issued show cause notices
482
upon inter alia the Accused to show cause as to why legal action should not be taken under the provisions of
the Insecticides Act. In certain matters, the Company has filed special criminal applications under Section 24
of the Insecticides Act, praying for an order for sending the Sample to the Central Insecticides Laboratory
(CIL) for reanalysis, and subsequently the report of the CIL has established absence of any breach by our
Company. Additionally, in one matter, a criminal complaint has also been filed by the Insecticides Inspector
against the Accused for offences of cheating under Sections 420 and 34 of the IPC pursuant to various FIRs
lodged by the farmers before police stations in relation to alleged losses suffered by them due to the sub-
standard product provided by the Accused. The consumer complaint filed by the famers against the Accused
before the District Consumer Forum, Solapur in relation to the alleged losses suffered has been dismissed.
The matters are currently pending.
2. Seven complaints have been filed by various Fertilizer Inspectors (collectively, the Complainant) before
various courts such as JMFC, Thane, Latur, Baramati against inter alia our Company and certain officers of
our Company (the Accused) for alleged manufacture and marketing of non-standard fertilizers in violation
of inter alia clause 19 of the Fertilizer Control Order and Sections 3 and 7 of the Essential Commodities Act.
The Complainant had drawn a sample of the respective fertilizers which allegedly failed to conform to the
prescribed standards. The Fertilizer Inspectors had issued show cause notices upon inter alia the Accused to
show cause as to why legal action should not be taken under the provisions of the Fertilizer Control Order
and the Essential Commodities Act. The matters are currently pending.
3. Dinkar Patil, Food Inspector (the Complainant) has filed a complaint in 2007 before the Chief Judicial
Magistrate, Pune against inter alia our Company (the Accused) for alleged distribution and sale of
adulterated food in violation of Sections 2 and 7 of the Prevention of Food Adulteration Act, 1954. The
Complainant had drawn a sample of refined sunflower oil for test and analysis, which allegedly failed to
conform to the prescribed standards of the sunflower oil prescribed under the Prevention of Food Adulteration
Rules, 1955, due to the presence of linolenic acid. The matter is currently pending.
4. Sushant Khadtale (the Accused), the factory manager within the meaning of Factories Act of our
Companys Factory at Sachin, Surat, Gujarat has filed a special criminal application before the Gujarat High
Court against the State of Gujarat and Ajaykumar Patel, Agricultural Officer (the Complainant) for
quashing and setting aside of FIR dated December 29, 2012 registered with Sachin GIDC police station, Surat
and criminal case pending before the Additional Judicial Magistrate, Surat (the Magistrate) involving our
Company. The Complainant had visited the factory of the Accused and allegedly found bags of urea lying in
the factory premises. The Complainant alleged that the Accused had stored subsidized fertilizer urea meant
for agricultural purposes with the intention of using it for industrial purpose, and without having obtained any
authorisation for sale or storage of subsidized fertilizer, in violation of clauses 7 and 25(1) of the Fertilizer
Control Order and Section 7(1)(a)(ii) of the Essential Commodities Act. The Gujarat High Court has passed
an order staying the proceedings pending before the Magistrate. The matter is currently pending.
Criminal matters against Goldmohur Foods and Feeds Limited
With effect from November 11, 2008, i.e. the effective date of scheme of amalgamation between our Company and
Goldmohur Foods and Feeds Limited (GFFL), all outstanding litigation involving GFFL set out below, shall be
continued against our Company. For details in relation to the above scheme of amalgamation, see History and
Certain Corporate Matters Schemes of arrangement Scheme of amalgamation between our Company and
Goldmohur Foods and Feeds Limited on page 152.
1. Narendra Kalua (the Complainant) had filed a complaint dated August 31, 2005 before the Sub-Divisional
Magistrate, Bhubaneswar (the Magistrate) against GFFL and certain of its officials (collectively, the
Accused) under, inter alia, Sections 294, 355, 356, 420, 452, 467 and 506 of the IPC alleging that the
Accused had forced the Complainant to acknowledge misappropriation of 2.26 million, and to deliver the
sale deed of the property of the Complainant to the Accused, by use of criminal force and assault. The
Magistrate has passed an order taking cognizance of the offences as alleged in the Complaint and issued
summons to the Accused for their appearance (the Magistrate Order). Thereafter, the Accused has filed a
criminal miscellaneous application before the Orissa High Court challenging the Magistrate Order, where the
Orissa High Court has passed an order staying the proceedings pending before the Magistrate. The matter is
currently pending.
2. Akhilesh Enterprises through its proprietor (collectively, the Complainant) have filed a complaint dated
January 15, 2007 before the Chief Judicial Magistrate, Ranchi (the Judicial Magistrate) against GFFL and
certain of its officials (collectively, the Accused) under inter alia Sections 420, 406, 408 and 120B of IPC
in relation to alleged cheating, criminal breach of trust and criminal conspiracy by the Accused. The
Complainant was the clearing and forwarding (the C&F) agent of GFFL for the state of Jharkhand and
bank guarantees worth approximately 2 million (the Bank Guarantee) were furnished by the
Complainant to the Accused. The Complainant alleged that the Accused has failed to pay the C&F
483
commission to the Complainant and has fraudulently invoked the Bank Guarantee. The Judicial Magistrate
passed an order taking cognizance of the offences as alleged in the Complaint and issued summons to the
Accused for their appearance (the Magistrate Order). The Accused has filed a criminal miscellaneous
petition before the Jharkhand High Court challenging the Magistrate Order, where the Jharkhand High Court
has passed an order staying the proceedings pending before the Magistrate. The matter is currently pending.
3. Raj Poultry (the Complainant) has filed a criminal revision application dated September 22, 2015 (the
Revision Application) before the Calcutta High Court against GFFL (the Accused) for quashing of
proceedings (NI Act Complaint) initiated by the Accused before the Additional Chief Metropolitan
Magistrate, Bangalore (the Bangalore Magistrate) earlier and currently pending before the Metropolitan
Magistrate, Kolkata (the Kolkata Magistrate) under section 138 of the Negotiable Instruments Act.
Pursuant to the special leave petition filed by the Accused, Supreme Court passed an order dated April 29,
2014, transferring the Complaint from the Bangalore Magistrate to the Kolkata Magistrate. The Complainant
was appointed as the distributor of the products of the Accused in Jharkhand, in respect of which the
Complainant had allegedly furnished three blank and undated cheques (the Cheques) to the Accused as
security, which were to be renewed every six months. In November 2003, the Accused allegedly supplied
poor quality broiler commercial feed, instead of layer feed followed by delayed, irregular and short supply
of products, thereby causing loss to the business of the Complainant. Thereafter, the Complainant demanded
compensation for the loss suffered, to which the Accused replied that an amount of 13.90 million was due
from the Complainant and subsequently presented two of the Cheques aggregating to 8.95 million, which
got dishonoured and thereby the Accused filed cases under section 138 of Negotiable Instruments Act against
the Complainant. Subsequently, the Accused filed the aforesaid NI Act Complaint, against which the
Complainant had filed a criminal complaint before the Judicial Magistrate, Jharkhand (the Jharkhand
complaint) for alleged offence of cheating and criminal breach of trust under sections 420, 406 and 467 of
IPC. Thereafter, the Accused had filed quashing application before the Jharkhant High Court which passed
the order setting aside the Jharkhand complaint. Subsequently, the Accused filed the aforesaid NI Act
Complaint, against which the Complainant had filed a Crimimnal Complaint for alleged offence of cheating
and criminal breach of trust under sections 420, 406 and 467 of IPC. The Accused has filed Quashing
Application before Jharkhand High Court and the same was disposed by setting aside the entire criminal
proceeding against Accused. The matter is currently pending. Further, the Complainant has also filed a money
suit before the Senior Civil Judge, Ranchi against the Accused. For further details, see Outstanding
Litigation and Material Developments - Litigation involving our Company - Litigation filed against our
Company - Other matters involving an amount exceeding 10 million Other matters involving GFFL with
an amount exceeding 10 million on page 487.
4. GFFL and others (collectively, the Accused) have filed a criminal application (the Criminal
Application) before the Orissa High Court against Niraj Dutta, proprietor of Pelican Enterprises (the
Complainant) challenging the order of issue of summons (the Summons Order) passed by the Judicial
Magistrate, Bhubaneswar (the Magistrate). The Complainant had filed a complaint dated April 23, 2007
before the Magistrate in relation to inter alia cheating under sections 193, 195, 419 and 420 of the IPC. The
Complainant was a distributor of poultry feeds for the Accused, for which he had furnished bank guarantee
and three undated blank cheques (the Cheques), which were not to be encashed without prior intimation to
the Complainant. The Complainant alleged that the Accused had misutilized the Cheques by putting a
fictitious date and amount in criminal breach of trust. The Magistrate had passed the Summons Order against
the Accused, against which the Accused have filed the Criminal Application. The High Court, Orissa has
passed an order staying the proceedings pending before the Magistrate. The matter is currently pending.
Criminal matters against Godrej Oil Palm Limited
With effect from March 16, 2012, i.e. the effective date of scheme of amalgamation between our Company,
Godrej Oil Palm Limited (GOPL) and others, all outstanding litigation involving GOPL set out below,
shall be continued against our Company. For details in relation to the above scheme of amalgamation, see
History and Certain Corporate Matters Schemes of arrangement Scheme of amalgamation between our
Company, Godrej Gokarna Oil Palm Limited, Godrej Oil Palm Limited and Cauvery Oil Palm Limited on
page 152.
The Assistant Inspector of Factories, Eluru (the Complainant) has filed a complaint dated May 19, 2012
before the JMFC, Bhimadole (the Magistrate) against the occupier and manager of the factory at Pothepalli
of GOPL (collectively, the Accused) in relation to inter alia alleged failure of the Accused to provide
adequate safeguard and fencing of machinery under inter alia sections 7A, 21, 22, 41, 88 and 92 of the
Factories Act. In February 2012, a contract worker, T. Kanakam (Deceased) met with a fatal accident while
unwinding the ruptured polypropylene rope. The Complainant alleged that the Accused was negligent in
providing the necessary safety equipments to the Deceased. The Magistrate sentenced the manager of the
factory to pay fine of 0.05 million and acquitted the occupier. On appeal, the conviction was upheld by the
Additional District and Sessions Court, Eluru. However, the order of the Magistrate was modified to the
484
extent that the fine was reduced to 0.03 million (the Sessions Order) which was paid. Subsequently, the
Accused has filed a revision petition (Revision Petition) before the Andhra Pradesh High Court which
passed a stay on the Sessions Order pending disposal of the Revision Petition. The matter is currently pending.
Actions by regulatory / statutory authorities
1. Telangana State Pollution Control Board (Board) had issued a notice dated April 28, 2017 to our Company,
in light of the decision of the Honble Supreme Court in Paryavaran Suraksha Samiti v Union of India,
intimating the Company about the impending inspection and warned that if the Company did not have a
Primary Effluent Treatment Plant (ETP) or a full-fledged ETP, in accordance with the standards of the
Board, necessary action may be initiated against the Company. Vide letter dated May 24, 2017, our Company
had replied stating that it had obtained Consent to Operate dated August 17, 2016 and submitted that there is
no water discharge in the manufacturing process of our poultry feed and therefore, setting up an ETP is not
required.
2. Insecticide Inspector, Panchayat Samiti Lanja had issued a show cause notice dated January 16, 2017 to the
Company & Swati Enterprises in relation to the misbranding of insecticides found at the premises of Swati
Enterprises and manufactured by our Company, thereby, violating Section 3, 17 & 18 of the Insecticide Act
(Notice). The Notice was issued to the Company asking the reasons for not initiating legal proceedings
against our Company.
3. Divisional Joint Director of Agriculture had issued a show cause notice dated October 15, 2016 to the
Company in relation to the misbranding of insecticides found at its premises at Akola, thereby, violating
Section 3, 17 & 18 of the Insecticide Act (Notice). The Notice was issued to the Company asking the
reasons for not initiating legal proceedings against our Company.
4. Fertiliser Inspector & District Quality Control Inspector, Wardha had issued a show cause notice dated
October 13, 2016 to the Company in relation to the misbranding of insecticides found at the premises of our
Company manufactured by Modern Paper Phase 1 Sidco, thereby, violating Section 3, 17 & 18 of the
Insecticide Act (Notice). The Notice was issued to the Company asking the reasons for not initiating legal
proceedings against our Company.
5. District Law Enforcement Inspector, Anantnag had issued a show cause notice dated August 10, 2017 to the
Company in relation to the alleged misbranding of insecticides found at its premises at Anantnag, thereby,
violating Section 3, 17 & 18 of the Insecticide Act (Notice). The Notice was issued to the Company asking
the reasons for not initiating legal proceedings against our Company. Our Company has responded to the
Notice.
6. Telangana State Pollution Control Board (Board) had issued a notice dated May 1, 2017 reminding our
Company to renew our Consent for Operation for its premises at Medchal which had expired on September
30, 2016. Vide its letter dated May 30, 2017, our Company had submitted that it does not need any Consent
for Operation as it operates its tissue culture business at its premises at Medchal and does not operate any
factory/ industry at these premises. Further, it submitted that since no factory or industry is operational at its
premises at Medchal, it does not need to set up any effluent treatment plant.
7. Labour Department, Government of Andhra Pradesh (LD) had issued two notices dated September 15,
2015 and September 18, 2015 to our Company in relation to violation of Building and Other Construction
Workers (Regulation of Employment and Conditions of Work) Act, 1996 and Building and Other
Construction Workers Cess Act, 1996 and Rules, 1998 by not paying cess for the construction activities
undertaken at Godrej Oils Palm Ltd and GAVLs premises at Pothepalli and Bapulapadu. Vide letter dated
November 23, 2015, the LD had called upon our Company to pay the cess outstanding for its premises at
Pothepalli. Vide its letter dated November 25, 2015, our Company paid 1 million in protest for the cess
outstanding at both the premises.
8. District Agriculture Protection Officer, Bahraich, UP and Chief Agriculture Officer cum Licensing Authority,
UP had issued show cause notices dated January 4, 2016 to our Company in relation to marketing of an
alleged misbranded insecticide by our Company which was manufactured by Crystal Crop Protection Private
Limited (CCPPL).Vide its letters dated January 28, 2016, our Company had replied that our Company had
only marketed the product which was manufactured by CCPPL and our Company, with reasonable diligence,
could not have ascertained that the product was in contravention of the Insecticides Act, 1968.
9. Office of District Agriculture Protection Officer, Lakhimpur Kheri had issued a show cause notice dated
August 20, 2016 to our Company in relation to marketing of an alleged misbranded insecticide by our
Company which was manufactured by B R Agrotech Ltd. found at the premises of M/s Verma Fertilizers
having its premises at Lakhimpur Kheri. Vide its letter dated September 1, 2016, our Company had replied
485
that our Company had only marketed the product which was manufactured by B R Agrotech Ltd. and our
Company, with reasonable diligence, could not have ascertained that the product was in contravention of the
Insecticides Act, 1968.
10. Office of District Agriculture Protection Officer, Agra had issued a show cause notices dated September 16,
2016 to our Company in relation to marketing of an alleged misbranded insecticide by our Company which
was allegedly manufactured by our Company. Vide its letters dated September 26, 2016, our Company had
replied that our Company had only marketed the product which was manufactured by M/s Agro Pack and the
Notice had wrongly stated that the product was manufactured by our Company. Our Company had submitted
that it, with reasonable diligence, could not have ascertained that the product was in contravention of the
Insecticides Act, 1968.
11. Punjab Pollution Control Board (Board) had issued a show cause notice dated May 5, 2017 to our Company
in relation to the alleged violation of the provisions of Plastic Waste (Management) Rules, 2016 (PWMR)
under Environment Protection Act, 1986 by neither obtaining the requisite registrations nor submitting any
compliance with the aforementioned laws. Our Company, having its factories at Ikolaha and Khanna, had,
vide application dated August 8, 2016, applied for registration for producers or brand owners under Rule 9
and 13(2) of PWMR as manufacturer of poultry and cattle feed at these two factories. Vide its letter dated
December 9, 2016, our Company had intimated the Board regarding modalities for collection of plastic waste
from its factory at these two premises. Vide its reply dated June 7, 2017, our Company had submitted that it
has already applied for registration and has submitted modalities as aforementioned.
12. State Pollution Control Board, Odisha (Board) had issued a notice (the Notice) dated August 30, 2017
to our Company in relation to the alleged violation of the provisions of Plastic Waste (Management) Rules,
2016 (PWMR) under Environment Protection Act, 1986 requiring our Company to work out the modalities
for plastic waste collection system based on extended producer responsibility involving state urban
development department, and to apply afresh in Form I of PWMR only for consideration of registration as a
brand owner of using plastic packaging material along with the payment of the required fees. Our Company,
having its factory at Khurda, had intimated the Board regarding modalities for collection of plastic waste in
2016. Our Company is in the process of responding to the Notice.
13. Uttar Pradesh State Industrial Development Corporation Limited (UPSIDC) had issued a notice dated May
30, 2017 to our Company in relation to failure to undertake the expansion plan of an industrial plot (the
Plot) allotted to our Company at Barabanki. Vide its letter dated June 16, 2017, our Company stated that it
is in the process of finalising the building plan and requested UPSIDC to grant 3 years to set up the
manufacturing unit on the Plot.
14. Gujarat Industrial Development Corporation had issued a notice (the Notice) dated August 31, 2017 to our
Company stating to terminate our lease agreement and resume the land in relation to an industrial plot (the
Plot) allotted to our Company at Dahej on the ground that our Company has failed to submit building plans
to the executive engineer and complete the construction work of the Plot within the required timelines. Our
Company is in the process of responding to the Notice.
15. Chief Agricultral Officer-Cum-Licensing Authority, Punjab had issued a show cause notice dated April 12,
2016 to our Company in relation to marketing of an alleged misbranded insecticide by our Company which
was manufactured by Crystal Crop Protection Private Limited (CCPPL). Vide its letter dated April 25,
2016, our Company had replied that our Company had only marketed the product which was manufactured
by CCPPL and our Company, with reasonable diligence, could not have ascertained that the product was in
contravention of the Insecticides Act, 1968.
Other matters involving an amount exceeding 10 million
Against our Company
Kangaroo Poultry Pvt. Ltd. (the Plaintiff) has filed a suit (the Suit) dated March 14, 2016 before the Senior Civil
Judge division, Hazaribag against our Company and certain officials of our Company (collectively, the Defendants),
in relation to supply of alleged low quality poultry feeds to the Plaintiff. The Plaintiff was appointed as the distributor
of the Defendant for selling poultry feeds in Hazaribagh, in respect of which the Plaintiff had deposited an amount of
8.36 million to the Defendant as security. The Plaintiff alleged that the Defendant supplied low quality poultry feeds,
thereby causing loss to the business of the Plaintiff. Thereafter, the Plaintiff demanded compensation for the loss
suffered and accordingly, filed the aforesaid Suit praying for damages amounting to 34.06 million along with interest
at the rate of 18% per annum within 30 days from the date of decree. The amount involved in the matter is 34.06
million along with applicable interest. The matter is currently pending.
Against GFFL
486
Raj Poultry (the Plaintiff) has filed a suit (the Suit) dated September 26, 2014 before Senior Civil Judge, Ranchi
against GFFL (the Defendant) praying for compensation amounting to 15.8 million and cost of the suit and interest
at the rate of 12% per annum. The Plaintiff was appointed as the distributor of the products of the Defendant in
Jharkhand, in respect of which the Plaintiff had allegedly furnished three blank and undated cheques (the Cheques)
to the Defendant as security, which were to be renewed every six months. In November 2003, the Defendant allegedly
supplied poor quality broiler commercial feed, instead of layer feed followed by delayed, irregular and short supply
of products, thereby causing irreparable damage to the business of the Plaintiff. Thereafter, the Plaintiff demanded
compensation for the loss suffered and presented two of the Cheques, which got dishonoured. Accordingly, the
Plaintiff has filed the aforesaid Suit. The amount involved in the matter is 15.8 million along with applicable interest.
The matter is currently pending. Further, the Plaintiff has also filed a criminal revision application before the Calcutta
High court against the Defendant for quashing of proceedings initiated by the Defendant pending before the Additional
Chief Metropolitan Magistrate, Bangalore earlier and currently pending before the Metropolitan Magistrate, Kolkata
in relation to section 138 of the Negotiable Instruments Act. For further details, see Outstanding Litigation and
Material Developments - Litigation involving our Company - Litigation filed against our Company Criminal matters
Criminal matters against GFFL on page 484.
Other matters involving an amount below 10 million
In addition to the above, various litigation have been filed against our Company which are pending before various
forums and matters typically pertain to arbitration with customers, business partners and employees, consumer cases,
suits for recovery of money, labour cases filed by workmen.
Litigation filed by our Company
Criminal matters
Criminal matters by our Company
Our Company (the Complainant) has filed a complaint in September, 2008 before the JMFC, Indapur against Arun
Rodge, proprietor of Vaibhav Traders and merchant of our Company (the Accused) in relation to dishonest
misappropriation of property, criminal breach of trust, cheating and mischief under inter alia Section 403, 405, 409,
420, 425 and 427 of the IPC. The Complainant purchased raw material to manufacture cattle and poultry feed from
various merchants including the Accused. An amount of 0.60 million was due from the Complainant to another firm
named Vaibhav Trading, Sillod, However, the Complainant while making the payment, inadvertently made the same
to the Accused. Despite repeated requests by the Complainant, the Accused refused to return the money and had
dishonestly misappropriated the same, thereby causing wrongful loss to the Company. The matter is currently pending.
Criminal matters by GFFL
1. GFFL had filed a complaint dated January 3, 2007 (the Complaint) before the Sub-Divisional Judicial
Magistrate, Bhadrak against its former assistant sales manager, and a dealer (the Dealer) of the
Higashimaru Feeds (India) Ltd. (Higashimaru, and collectively, the Accused) in relation to alleged
criminal breach of trust, cheating, forgery and criminal conspiracy under sections 405, 420, 465, 468, 120B
and 34 of the IPC. Pursuant to acquisition of the business of Higashimaru by GFFL, the business of the Dealer
and the bank guarantee of 0.5 million (the Guarantee) extended by Higashimaru as security thereof was
transferred to GFFL. GFFL invoked the Guarantee to adjust the business outstanding of the Dealer and found
out that the Guarantee was forged, and accordingly GFFL has filed the aforesaid Complaint. The matter is
currently pending.
2. GFFL had filed a complaint dated July 11, 2003 before the JMFC (A.C.), Pune against one of its former sales
officer namely Brindaban Patra and its former clearing and forwarding (the C&F) agent namely Narendra
Kalua, (collectively, the Accused) for inter alia offences under sections 403, 406, 418, 420 and 463 of the
IPC. The C&F agent was authorised to raise invoices for selling animal feeds to the distributors and customers
from the manufacturing facility of the Company at Rishra, West Bengal and to collect the cash and pay orders
on behalf of the GFFL, and deposit it in the account of GFFL. The Accused misappropriated an amount of
0.37 million for their personal use towards the money realised by the sale of animal feeds on behalf of GFFL,
thereby causing wrongful loss to GFFL. The matter is currently pending.
3. GFFL had lodged an FIR dated May 17, 2006 against its former sales officer Samarendra Behera (the
Accused) with Basta police station, Balasore district for offences of cheating and criminal breach of trust
under sections 409, 420 and 34 of the IPC. Pursuant to the instructions of the Accused, the Clearing and
Forwarding (the C&F) agent of GFFL released 120 bags of poultry feed materials to Anil Feeds Centre,
distributor of GFFL (the Distributor), confirming that the Accused had received the payment of 0.08
million by two demand drafts (the Demand Drafts). Subsequently, since the amount was not deposited in
the bank account of GFFL by the Accused, the Distributor on inquiry informed GFFL that the Demand Drafts
487
have been cancelled on the instructions of the Accused and instead cash payment was made to the Accused.
Accordingly, GFFL has lodged the aforesaid FIR for dishonest misappropriation of amount by the Accused,
thereby causing wrongful loss to GFFL. Thereafter, a charge sheet was filed before the SDJM, Balasore
against which the Accused had challenged the framing of charges by filing a quashing application before the
Orissa High Court. The Orissa High Court has passed an order staying the proceedings pending before the
SDJM, Balasore. The matter is currently pending.
4. GFFL had lodged an FIR dated November 14, 2008 against its sales officer Somnath Chakraborty (the
Accused) with Bidhan Nagar police station, West Bengal for offences of cheating and criminal breach of
trust under sections 406 and 420 of the IPC. The Accused was required to intimate the details of the purchase
order and payment details to Kolkata office of GFFL. Some of the distributors of GFFL (the Distributors)
informed GFFL that the Accused had applied temporary price reduction and accordingly issued statement of
accounts and letters (the Letters) to the Distributors. On verification, GFFL found that the Letters were
fabricated and cash amounting to 1.01 million collected by the Accused from the Distributors was not
deposited to the bank account of GFFL. Accordingly, GFFL has lodged the FIR for dishonest
misappropriation of amount by the Accused, thereby causing wrongful loss to the Company. Thereafter,
GFFL had filed a petition before the ACJM, Bidhan Nagar which passed an order stating the accused to be
in judicial custody. The matter is currently pending for examination of prosecution of witnesses.
5. GFFL had filed a complaint in March 2008 before the JMFC, Indore against its former sales manager (the
Accused) and its few customers (the Co-accused) for criminal breach of trust under section 409 of the
IPC. GFFL had entrusted the Accused with stock of animal feeds for selling it to its customers to the extent
of the bank guarantee furnished by the Co-acussed to GFFL, and to receive payments for the same on behalf
of GFFL. The Accused in conspiracy with the Co-accused had supplied goods to the Co-Accused without
obtaining bank guarantees and verifying their credit limits, and also coerced the accounts department of GFFL
at Dhulia, not to raise any invoices against the supplies amounting to 2.8 million made to the Co-accused,
thereby causing wrongful loss to GFFL. The matter is currently pending.
1. Raji Feeds Private Limited and K. Chinnaswamy, sole proprietor of M/s. Raji Feeds (collectively, the
Defendants) have filed an appeal (the Appeal) before the Madras High Court against our Company (the
Plaintiff) against the final decree passed by the Additional District Judge of Coimbatore (the District
Judge). The Plaintiff had filed a suit (the Suit) dated October 30, 1998 before the Subordinate Judge of
Coimbatore against the Defendants for recovery of sum amounting to 11.57 million, secured by an equitable
mortgage (Mortgaged Property) along with interest at the rate of 20% per annum (the Amount) due
from the Defendants to the Plaintiff under the contract of supply of animal feeds to the Defendants. On failure
of the Defendants to pay the Amount, the Plaintiffs had filed the Suit, where the District Judge passed a
preliminary decree (the Preliminary Decree) directing the Defendants to pay the Amount within six
months. On failure of the Defendants to pay the Amount, the District Judge had passed a final decree (the
Final Decree) ordering the Mortgaged Property to be sold. Subsequently, the Plaintiffs filed an execution
application before the District Judge (the Execution Application). Thereafter, the Defendants had filed the
Appeal challenging the Final Decree and also an application to contest the Appeal as an indigent person,
which was allowed by the Madras High Court. The Madras High Court has passed an order staying the
Execution Application subject to deposit of 2.5 million within eight weeks from the date of the order by the
Defendants. The matter is currently pending.
2. Our Company has filed 10 complaints under section 138 of the Negotiable Instruments Act in relation to
dishonor of cheques. The matters are pending at different stages of adjudication before various courts. The
aggregate amount involved in these matters is 282.79 million.
In addition to the above, various litigations have been filed against our Company which are pending before various
forums and matters typically pertain to writ petition in relation to registration of insecticide, labour matters including
reinstatement of workmen, back wages due to closure of Ambattur, compensation on death of a workman, payment of
bonus and termination of employees filed by a union and insurance.
I. Litigation involving our Subsidiaries and Joint Ventures
A Litigation involving Godrej Tyson
(i) Litigation filed against Godrej Tyson
Criminal matters
488
1. Balram S. Yadav, managing director and an occupier of Godrej Tyson and another (collectively, the
Applicants) have filed a criminal application (the Application) under Section 482 of the CrPC before
the Karnataka High Court against the order (Order) passed by the Civil Judge (Junior Division) and JMFC,
Hoskote, Bengaluru (JMFC Hoskote) for quashing the Complaint (as defined below). The State of
Karnataka (the Complainant) had filed a complaint dated June 24, 2011 (the Complaint) before the
JMFC, Hoskote for prosecuting the Applicants for alleged violation of safety measures under Sections 33(1),
7A(1) and 52(1)(b)(i) of the Factories Act. The Complainant alleged that the Applicants had failed to take
safety precautions and violated the aforementioned provisions of the Factories Act, which resulted in the
death of V. Srinivas, a contract worker in the factory premises of Godrej Tyson. JMFC, Hoskote had passed
the Order taking cognisance of the offence and issued summons to the Petitioners, against which the
Petitioners approached the Karnataka High Court by way of the Application. The Applicants have also filed
an application seeking extension of interim stay order dated May 28, 2012 granted by the Karnataka High
Court staying the proceedings before the JMFC, Hoskote. The Application has been disposed off and the
High Court have remanded the matter back to JMFC for reconsideration from the stage of presentation of
complaint. Subsequently the JMFC issued a non-bailable warrant against the Applicant. Against the said
order, the Applicant has approached the Karnataka High Court again and the Karnataka High Court has passed
a stay order. The matter is currently pending.
2. Balram S. Yadav, managing director and an occupier of Godrej Tyson and another (collectively, the
Applicants) have filed a criminal application under Section 482 of CrPC before the Karnataka High Court
against the order (Order) passed by the Civil Judge (Junior Division) and JMFC, Hoskote, Bengaluru
(JMFC Hoskote) for quashing the said Order and the Complaint (as defined below). The State of
Karnataka (the Complainant) had filed a complaint dated January 13, 2014 (the Complaint) before the
JMFC Hoskote against the Applicants for alleged violations of safety measures under Sections 7A(1) and
7(A)(2)(c) of the Factories Act, 1948 and Karnataka Factories Rules, 1969. Shivram Maharana, a contract
labourer had injured himself. The Complainant alleged that the Applicants had not taken safety precautions
and have violated the provisions of the Factories Act, 1948 and Karnataka Factories Rules, 1969, which had
caused this incident. JMFC Hoskote had taken cognizance of the offence alleged by the Complainant and
passed an Order, against which the Applicants approached the Karnataka High Court for quashing the
Complaint and the Order. The High Court has passed an order granting stay on the proceedings before the
JMFC, Hoskote till the next date of hearing. The matter is currently pending.
1. Maharashtra Pollution Control Board (MPCB) had issued a notice dated April 6, 2016 to Godrej Tyson in
relation to the alleged non-compliance of it trade effluent samples thereby, violating Water (Prevention &
Control Pollution) Act,1974 and Air Act (Acts). A show cause notice dated June 23, 2016 (Notice 1)
was issued by MPCB to show cause as to why legal action should not be initiated against it for the alleged
violation of the Acts. Vide its letter dated August 2, 2016, MPCB had written to the ICICI Bank informing
them that MPCB had invoked the bank guarantee of 0.5 million and thereby requested ICICI Bank to encash
it and send a demand draft of the aforementioned amount. A letter dated August 4, 2016 (Notice 2) was
issued by MPCB to Godrej Tyson to improve the quality of effluent before its disposal. Vide its letter dated
August 9, 2016, Godrej Tyson wrote to the Board stating that its letter to the Bank dated August 2, 2016 was
unlawful on the grounds that no reason behind encashment of the bank guarantee was mentioned, which
violated the principles of natural justice. A show cause notice (Notice 3) dated March 21, 2017 was issued
by MPCB to Godrej Tyson in relation to non-conformation of its Common Effluent Treatment Plant
(CETP) at its premises at MIDC, Taloja with the CETP outlet standards in light of the analysis of the
samples collected on January 18, 2017. Vide its letter dated April 15, 2017, Godrej Tyson replied to Notice
3 and submitted that the samples were in compliance with the standards and the sample which were collected
from storm water drainage line showed excess COD levels. It submitted that stagnation of water was due to
external factors and it has taken steps to clean the drainage line. The matter is currently pending.
2. Food Safety and Standards Authority of India had issued a notice dated May 13, 2016 to Godrej Tyson in
relation to seeking information regarding Sapphire Foods India Private Limited (Sapphire). Pursuant to its
letter dated July 19, 2016, Godrej Tyson had submitted that the business of Yum! Restaurant India Private
Limited was transferred to Sapphire and the deadline for conversion of pre-existing licenses/ registrations/
permissions was extended until October 4, 2016. Another notice dated July 19, 2016 was issued by FSSAI to
Godrej Tyson stating that Godrej Tysons response was not relevant .Vide its letter dated August 22, 2016,
Godrej Tyson had submitted that Sapphire was granted a license dated August 8, 2016 and that it has not
violated any provisions of Food Safety and Standards Act, 2006. The matter is currently pending.
Intellectual property related matters
1. CPF (India) Private Limited (the Plaintiff) filed a suit dated September 7, 2013 before the Court of City
Civil Judge at Bangalore against Godrej Tyson Foods Limited (GTFL), our Company and Tyson India
489
Holding Limited (the Defendants) for allegedly using deceptively similar marks and passing off the
Plaintiffs trademarks i.e., FIVE STAR CHICKEN and HEAD OF THE HEN WITH FIVE STAR ON
TOP, thus allegedly infringing Section 28 of the Trademarks Act, 1999. The Plaintiff has sought perpetual
order restraining the Defendants from using its aforesaid trademarks. Defendants have filed their written
statement inter alia denying and objecting the allegations and seeking dismissal of the suit. The matter is
currently pending.
2. T.T. Krishnamachari and Co and TTK Healthcare Limited (the Plaintiffs) have filed a suit before the
High Court of Madras against our Company for using deceptively similar mark and passing off the Plaintiffs
trademark FRYUMS YUMMIES and sought a permanent injunction restraining our Company from using
a deceptively similar mark YUMMIEZ. A similar suit was filed by the Plaintiffs in the District Court at
Tiruvallur against our Company for seeking similar relief, which was dismissed by the District Court.
Plaintiffs had also filed an application in the present suit in the High Court of Karnataka for seeking interim
injunction against our Company, which the High Court has rejected. The matter is currently pending.
Rudranamma and others (the Plaintiffs) have filed a suit dated October 31, 2006 in the Court of the Civil
Judge (Senior Division), Bangalore against Sadashiva and others (the Defendants 1 to 6) and Godrej Tyson
(which was originally filed against our Company) (the Defendant 7) for effecting division and allotment
of their legitimate share in the suit properties (being five properties situated at Hoskote Taluk, Bangalore)
(the Suit Properties) and seeking a relief that the Registered Sale Deed (as defined below) is not binding
on the Plaintiffs. The said Suit Properties were alienated by the Defendants 1 to 6 in favour of the Defendant
7 by executing a registered sale deed (Registered Sale Deed), without consent and knowledge of the
Plaintiffs. Plaintiffs and the Defendants 1 to 6 are a Hindu un-divided joint family (HUF) and the Suit
Properties belonged to late S. Rudrappa (Karta of the HUF). The matter is currently pending.
In addition to the above, various litigations have been filed against Godrej Tyson which are pending before
various forums and matters typically pertain to, inter alia, consumer complaints due to food going stale, suit
by its carriage and freight agent for recovery of the money debited by Godrej Tyson for losses incurred to
GTFL due to non maintenance of the Agri temperature to store the products. The matters are currently
pending.
(ii) Litigation filed by Godrej Tyson
Criminal matters
1. Uddhav Hiraji Patil (the Complainant and the authorized representative of Godrej Tyson) has filed
Intervener application in the Court of Sessions Judge, Nashik in relation to a FIR dated October 21, 2016
filed with Bhadrakali police station under Sections 408, 420, 468 and 471 of the IPC against Ravindra
Murlidhar Gaikwad (the Accused). The Accused had prepared false challans and have misappropriated
amounts worth 4.55 million. The Accused was granted bail by the Additional Sessions Judge, Nashik. The
matter is currently pending.
2. The former employees of Godrej Tyson namely Mr. Truptha and Mr. Mithun (collectively, the Accused)
had filed a criminal petition (the Petition) before the High Court of Karnataka against State of Karnataka
and Godrej Tyson (the Complainant) praying to quash the FIR lodged by the Complainant. The Accused
was working as the senior sales officer and the route superviser for the Complainant and was responsible for
inter-alia collection of post sales revenue. The Accused has conspired together by issuing temporary cash
receipts, forging and fabricating bills in the name of the Complainant, causing wrongful loss to the
Complainant to the tune of 2.32 million. Accordingly, the Complainant had lodged an FIR under sections
406, 420, 464, 468 and 471 of IPC before the Hoskote police station. Thereafter, the Accused had filed the
Petition praying to quash the FIR. Subsequently, the High Court of Karnataka has dismissed the petition and
passed the order directing the Hoskote police station to complete the pending investigation and submit its
final report within two months. The matter is currently pending.
3. Godrej Tyson has filed seven complaints under section 138 of the Negotiable Instruments Act in relation to
B Litigation involving Astec LifeSciences
(i) Litigation filed against Astec LifeSciences
Criminal Matters
490
1. Nilesh Varsolkar, Officer, Mahad MIDC Police Station (the Complainant) has filed an FIR dated June 8,
2015 against Ashok Hiremath, managing director (the Director), Vivek Thorat, general manager of Astec
LifeSciences and Shakil Khan, scrap dealer under Sections 304 and 34 of IPC. Four labourers of the scrap
dealer of Astec LifeSciences lost their lives while unloading the drums owned by Astec LifeSciences due to
alleged leakage of a toxic gas from the drum at Shakil Khans godown. The Director filed a criminal
application (the Criminal Application) before the Bombay High Court seeking anticipatory bail and, vide
its order March 15, 2016, the Criminal Application was allowed granting the same to the Director. The matter
is currently pending.
2. The Government of Maharashtra through K.S. Jadhav, Insecticides Inspector (the Complainant) had filed
a Criminal Petition (the Complaint) before JMFC Kalyan against Astec LifeSciences and one official of
Astec LifeSciences (collectively, the Accused), in relation to the alleged manufacture, stock, sale and
distribution of pesticides without obtaining a licence, thereby, contravening provisions of the Insecticide Act,
1968 and Insecticide Rules, 1971. The case was dismissed by JMFC Kalyan due to the absence of the
Complainant on the day of hearing which was subsequently restored by the Bombay High Court, vide its
order dated November 23, 2015, on the basis of a writ petition filed by the Complainant. The matter is
currently pending.
3. The Government of Maharashtra through N.J. Jangle, Insecticides Inspector (the Complainant) had filed
a complaint before the JMFC Mahad against certain officials of Astec LifeSciences (the Accused) in
relation to allegedly selling, storing, distributing and misbranding certain insecticides in violation of Sections
3 (k)(i), 17(1)(a) and 18(1)(c) of the Insecticides Act. The matter is currently pending.
Action taken by regulatory / statutory authorities
1. SEBI had issued a settlement notices dated April 13, 2017 (Notice) to Ashok Hiremath, Altimax Financial
Services Private Limited, Laxmikant Ramprasad Kabra and others (Noticees), in relation to alleged
violation of the provisions of the Takeover Regulations in respect of delay in making disclosures of
shareholders and encumbrances of Astec LifeSciences, as required under the Takeover Regulations. Few
Noticees agreed to pay an amount of 920,000 for settlement of adjudication proceedings under the SEBI
(Settlement of Administrative and Civil Proceedings) Regulations, 2014. Vide its letter dated July 6, 2017,
SEBI required certain of the Noticees to submit applications requesting for condonation of delay in filing the
settlement application. Accordingly, certain Noticees have filed applications for condoning the delay in filing
the settlement application and the revised settlement application, along with the settlement fees. The matter
2. Maharashtra Pollution Control Board (MPCB) had issued a notice (Notice 1) to Astec LifeSciences in
relation to the alleged non-compliance of the conditions stated in the consent under the Air Act, Water Act
and Hazardous Waste Rules (Acts), to which Astec LifeSciences had submitted its reply to Notice 1.
Thereafter, MPCB issued a warning notice (Notice 2) for non-compliance of certain consent conditions
including discharge of sub-standard effluents from the factory, spillages and leakages having alkaline pH
water and poor housekeeping, to which Astec LifeSciences submitted its reply to Notice 2. Subsequently, a
show cause notice dated August 2, 2017 (SCN) was issued by MPCB to show cause as to why
manufacturing activities of Astec LifeSciences should not be closed down along with disconnection of water
and electric supply in its industry for the alleged violation of the Acts. Vide its letter dated August 14, 2017,
Astec LifeSciences submitted its response stating inter-alia that the leakages have been rectified,
housekeeping is adequate and the pH water scale is neutral.
1. Nath Bio-genes (India) Limited (the Plaintiff) had filed a suit (the Suit) before the Civil Judge (Senior
Division), Aurangabad against Astec LifeSciences and Ashok Hiremath, managing director of Astec
LifeSciences (collectively, the Defendants), in relation to supply of alleged low quality insecticide
Imidacloprid 48% FS to the Plaintiff, thereby causing loss to the business of the Plaintiff. The Plaintiff after
almost six years from the date of filing of the suit has filed a petition seeking amendment of the Plaint on a
ground that Astec LifeSciences had allegedly procured low quality insecticide from third parties. The Plaintiff
has sought damages amounting to 658.21 million along with interest at the rate of 12% per annum from the
date of supply of the material till realisation of entire amount. The amount involved in the matter is 658.21
million along with applicable interest. The matter is currently pending.
Litigation filed by Astec LifeSciences
Criminal Matters
491
1. Astec LifeSciences (the Complainant) has filed a criminal application (the Criminal Application)
before the Court of Metropolitan Magistrate at Ballard Pier, Mumbai (CMM) against, inter alia, Chemcel
Bio-Tech Limited (Chemcel), and others (the Accused). The Criminal Application was filed in relation
to dishonest and fraudulent cheating of the Complainant under Section 415, 417, 418, 420 and 120B of the
IPC for failure of payment by the Accused amounting to wrongful loss of 4.59 million. A criminal
application was filed by the Complainant before the Bombay High Court wherein the court has quashed the
issuance of process and has remanded the matter back to the CMM. The matter is currently pending for further
orders.
2. Astec LifeSciences (the Complainant) has filed a criminal application (the Criminal Application)
before the Court of Additional Chief Metropolitan Magistrate at Ballard Pier, Mumbai against, inter alia,
Core Tech Agri & Bio Solutions Private Limited (Core Tech) and others (collectively, the Accused) in
relation to dishonest and fraudulent cheating of the Complainant in relation to payment of an amount of 1.24
million (inclusive of principal and interest) under Sections 415, 417, 418, 420 and 120B of the IPC. Warrants
have been issued against the Accused. The Accused have filed a revision petition (Revision Petition)
before the Sessions Court, Mumbai dated February 24, 2017. The matter is currently pending.
3. Vijay Remedies Limited (VRL) and its directors (collectively, the Accused) have filed criminal revision
application (the Revision Application) before the Sessions Court, Mumbai against Astec LifeSciences (the
Complainant) in respect of criminal conspiracy and cheating by the Accused. The Complainant had filed
a complaint dated June 2, 2015 before the Additional Chief Metropolitan Magistrate, Mumbai (the
Magistrate) against the Accused in relation to offences of cheating under Sections 415, 417, 418 and 120B
of the IPC for failure of making payments of amount of 1.69 million. The Magistrate issued process against
the Accused for the alleged offences (the Magistrate Order). Thereafter, the Accused filed the Revision
Application before the Sessions Court, Mumbai, praying to condone the delay to file the Revision Application
and for recalling the Magistrate Order. The Sessions Court dismissed the Revision Application as filed by the
Accused on May 2, 2017. The Complaint will proceed further based on the Order passed by the Sessions
Court.
4. Astec LifeSciences has filed two complaints under section 138 of the Negotiable Instruments Act in relation
to dishonour of cheques. The matters are pending at different stages of adjudication before various courts.
The aggregate amount involved in these matters is 1.075 million.
Other matters which are non-quantifiable, however may have financial impact on Astec LifeSciences
One matter involving Astec LifeSciences has been filed before the Company Law Board, Mumbai in relation to the
transfer of shares of Behram Chemicals Private Limited to Astec LifeSciences being in alleged violation of the articles
of association of Behram Chemicals Private Limited. The matter is currently pending. For details, see Outstanding
Litigation and Material Developments - Litigation involving Behram Chemicals - Litigation filed against Behram
Chemicals Matters which are non-quantifiable, however may have financial impact on Behram Chemicals on page
493.
Litigation involving Creamline Dairy
(i) Litigation filed against Creamline Dairy
Action by regulatory/ statutory authorities
1. Office of the Deputy Chief Inspector of Factories, Chittoor has issued a show cause notice dated March 31,
2017 (Notice) to Creamline Dairy in relation to alleged violation of certain provisions of the Factories Act
and A.P. Factories Rules, 1950 for inter alia failure to install machines without the prior approval of the
authorities and failure to provide safe working conditions which led to the death of a worker. Creamline Dairy
replied to the Notice, stating inter alia that no prior approval of the authorities was required. An FIR dated
March 23, 2017 was filed by the deceaseds wife in relation to the death of a worker at the premises of
Creamline Dairy. The matter is currently pending.
2. Creamline Dairy has filed an appeal before the District and Sessions Judge, Guntur against the order passed
by the adjudicating officer, Guntur district dated November 17, 2016 inter alia imposing a penalty of
300,000 on Creamline Diary in relation to their products being found substandard by the food safety officer
under the Food Safety and Standards Act, 2006 and the Food Safety and Standards (Food Products Standards
and Food Additives) Regulations, 2011. A complaint was filed by the food safety officer against Creamline
Diary after the samples of milk and curd of jersey brand were tested as substandard. The matter is currently
pending.
492
3. Food Safety Officer has issued a notice dated November 7, 2016 to Creamline Dairy informing that the
samples of toned milk have been collected. A report of the food analyst has confirmed that the samples
collected are substandard. The matter is currently pending.
4. Food Safety Officer, Krishna District has filed a complaint against Creamline Dairy dated September 17,
2016 before the Joint Collector & Adjudicating Officer, Krishna District in relation to alleged sale of
substandard and misbranded of milk in violation of the Food Safety & Standards Act, 2006. The Joint
Collector & Adjudicating Officer held Creamline Dairy to have contravened Section 26(2)(ii) of the Food
Safety and Standards Act, 2006 and has imposed a fine of 300,000 (Order). Creamline Diary has
preferred an appeal against the Order before the Court of Metropolitan Sessions Judge cum II Additional
District and Sessions Judge seeking to set aside the Order. Further, a complaint has also been filed before the
Additional District Magistrate, Krishna District in the matter. The matter is currently pending.
5. Chief Inspector of Factories, Ranga Reddy has issued a show cause notice dated August 18, 2017 (SCN)
upon Creamline Dairy to show cause as to why prosecution should not be taken in relation to alleged violation
of certain provisions of the Factories Act and T.S. Factories Rules, 1950. On August 11, 2017, a contract
worker, G. Sesha Reddy (Deceased) met with a fatal accident while cleaning the lift pit without taking any
authorization from his supervisor and contractor and without taking care of any safety measures of the lift
movement (the Accident). Subsequently, Creamline Dairy informed the Sub-Inspector of Police, Uppal,
Inspector of Factories, Medichal and the branch manager, ESI Corporation (collectively, the (Authorities))
about the Accident. Thereafter, the Authorities visited, inspected amd issued notices (the Notices) asking
explanations of the Accident. Creamline Dairy replied to the Notices stating inter-alia that the Deceased has
been employed by the contractor on principal-to-principal basis, and in case of death of the contractors
employees, the contractor shall be solely responsible for payment of compensation. Creamline Dairy is in the
process of responding to the SCN. Further, Creamline Dairy has also taken immediate suo moto steps for
payment of compensation to the Deceaseds family under Workmens Compensation Act 1923. The matter
(ii) Litigation filed by Creamline Dairy
Criminal Matters
1. Creamline Dairy has filed an FIR dated September 4, 2011 alleging violation of Section 409, 420 and 34 of
the IPC against certain of its employees (the Employees) working at its facility at Kothapallimitta Chilling
Center before the S.R. Puram Police Station, Chittor District in relation to misappropriation of 2.5 million
by the Employees. A charge sheet has been filed before the JMFC, Puttur. The matter is currently pending.
2. Creamline Dairy has filed 11 complaints under section 138 of the Negotiable Instruments Act in relation to
Creamline Dairy (the Plaintiff) has filed a suit (the Suit) against Gayathri Milk Dairy Private Limited (the
Defendant) before the Honble District Commercial Court of Hyderabad (the District Court) in relation to
infringement of its registered trademark under Sections 107 and 114 of Trademarks Act, 1999. The Plaintiff became
aware that the Defendant was manufacturing, producing and selling milk and milk products with brand name
Gayathri under a deceptively similar label or mark which was imitation, passing off and infringement of the
Plaintiffs brand name Creamline Jersey. Accordingly, the Plaintiff has filed the aforesaid Suit for permanent
injunction and seeking damages amounting to 10 million along with applicable interest. The amount involved in the
matter is 10 million along with applicable interest. Further, the Plaintiff has also filed applications for temporary
injunction, appointment of Court Receiver/ Commissioner and for restraining the Defendant from disposing of or
dealing with his assets before the District Court. The District Court passed an order issuing urgent notice to the
Defendant. The matter is currently pending.
In addition to the above, various litigations have been filed against Creamline Diary which are pending before various
fora which pertains to matters including invocation of corporate guarantee, motor vehicles claims, consumer
complaints and money recovery suits. The matters are pending at different stages of adjudication before various courts.
Litigation involving Behram Chemicals
(i) Litigation filed against Behram Chemicals
Other matters which are non-quantifiable, however may have financial impact on Behram Chemicals
493
M.C. Chemicals and another (collectively, the Plaintiffs) have filed a suit (the Suit) before the Company Law
Board, Mumbai against Astec LifeSciences and others (collectively, the Defendants), in relation to the transfer of
shares of Behram Chemicals, allegedly in contravention of its Articles of Association, by few of the Defendants to
Astec LifeSciences (one of the Defendants) which was alleged to be void as Plaintiffs consent was not sought for the
transfer. It was alleged that the management of Behram Chemicals was indulging in gross and severe oppression and
mismanagement under Sections 397, 398, 399 read with 402, 403 and 406 of the Companies Act, 1956. Relief sought,
inter alia, includes holding Behram Chemicals guilty of oppression and mismanagement and holding the transfer of
shares null and void. The matter is currently pending.
Litigation involving ACI Godrej
(i) Litigation filed against ACI Godrej
Other matters involving an amount above 10 million
Three writ petitions have been filed by ACI Godrej before the Supreme Court of Bangladesh challenging the legality
of Section 16CCC of the Income Tax Ordinance, 1984 inserted thereto by Section 15 of the Finance Act, 2011
(amended by Finance Act, 2013) which imposed a minimum tax at the rate of 0.50% on the amount representing a
company or firms gross receipts from all sources irrespective of such companies profits or loss in an Assessment Year
for the Assessment Years 2012-13, 2013-14 and 2014-15 for a total amount of BDT 489,553,601. The writ petitions
for the Assessment Years 2012-13 and 2013-14 are currently pending. The writ petition for the Assessment Year 2014-
15 has been stayed by the appellate division.
(ii) Litigation filed by ACI Godrej
Criminal Matters
ACI Godrej has filed 35 cases in relation to credit recovery. The matters are pending at different stages of adjudication
before various courts. The aggregate amount involved in these matters is BDT 27. 363 million.
In addition to the above, various litigations have been filed against ACI Godrej which are pending before various fora
which pertains to matters including recovery of advance, and partition. The matters are pending at different stages of
adjudication before various courts.
Litigation involving Group Companies
Disclosure of litigation involving our Group Companies: Our Board has approved that the outstanding litigation
involving our Group Companies which exceed an amount being lesser of 1% of the total net profit after tax or 1% of
the net worth of our Company, as per the restated financial statements of our Company (as at and for the Financial
Year 2017), on a consolidated basis would be considered material for our Group Companies. Accordingly, we have
disclosed all material outstanding litigation involving our Group Companies where (i) the aggregate amount involved
exceeds 10 million (being an amount which is less than 1% of the total net profit after tax and 1% of the net worth
of our Company as per the Restated Financial Statements of our Company (as of and for the Financial Year 2017)
individually, (ii) the decision in one case is likely to affect the decision in similar cases, even though the amount
involved in that individual litigation may not exceed 10 million; and (iii) all other outstanding litigation which may
not meet the specific threshold and parameters as set out in (i) or (ii) above, but where an adverse outcome would
materially and adversely affect the business, operations or financial position or reputation of our Company.
On basis of the above, the following litigation involving our Group Companies have been disclosed: (i) outstanding
litigation above the materiality threshold or any other outstanding litigation involving such Group Company whose
outcome could have a material and adverse effect on our Companys consolidated results of operations or financial
position; (ii) outstanding criminal proceeding; and (iii) outstanding actions taken by statutory or regulatory
authorities.
1. Litigation involving Argencos S.A. (Argencos)
(i) Litigation filed against Argencos
Actions by statutory / regulatory authority
1. Municipalities have filed a case against Argencos claiming for publicity rights in relation to Argencos
publicity and advertisement of its trademarks on the public road and/or inside the shops. The total amount
involved is ARG 16,500. Argencos has filed an administrative resource against Municipality Codes. The
494
2. The RENPRE (Secretariat of Programming for the Prevention of Drug Addiction and the Fight against Drug
Trafficking, namely Secretara de Programacin para la Prevencin de la Drogadiccin y la Lucha contra
el Narcotrfico) has initiated an inspection on Argencos on August, 29, 2014 regarding quarterly files of
Argencos and has directed Agrencos to rectify all information filed regarding 2013 fourth quarter and 2014
first quarter. The matter is currently pending.
Matters involving an amount exceeding 10 million
1. Ten cases have been filed by the employees of Argencos against Argencos before the Argentine Labour Court
in relation to their dismissal by Argencos. The employees have claimed for compensation against Argencos
under labour laws. The aggregate amount involved in the matter is ARG 2.30 Million. All the matters are
currently pending.
2. Litigation involving Cosmetica Nacional (Cosmetica)
Litigation against Cosmetica
Direccion del Trabajo, labour statutory authority has issued a notice to Cosmetica for non-updation of the employment
contracts of dismissed workers by Cosmetica. The amount involved in the matter is CLP 418,149. The matter is
currently pending.
3. Litigation involving Consell S.A.
Litigation filed by Consell S.A.
Two bankruptcy cases have been filed by Consell S.A. against Comercios Rioplantenses and Formatos Eficientes
(collectively, the Defendants) before the Argentine Civil Court No. 22, Secretary 44 under Law 24,522 in relation
to the demand of a debt sum from the Defendants. The total amount involved is ARG 167,942. The matters are
currently pending.
4. Litigation involving Ensemble Holdings and Finance Limited (Ensemble)
Litigation filed against Ensemble
ISS Facilities Limited (ISS) has initiated an arbitration against Ensemble, GIL and its directors (the Respondents)
inter alia seeking indemnity claims against the Respondents in relation to recover taxes levied by the statutory bodies.
For further details, see Outstanding Litigation and Material Developments - Litigation involving our Directors-
Litigation filed against our Directors - Litigation filed against Nadir Godrej Other matters - Serial No. 1 on page
504.
5. Litigation involving Godrej And Boyce Manufacturing Company Limited (Godrej & Boyce)
Litigation against Godrej & Boyce
Actions by statutory / regulatory authorities
Ambattur Municipality has issued a notice to Godrej & Boyce under the Town and Country Planning Act for stoppage
of work in relation to its project.
Litigation by Godrej & Boyce
Criminal matters
Godrej & Boyce has filed 402 complaints under section 138 of the Negotiable Instruments Act inter alia in relation to
dishonor of cheques. The matters are pending at different stages of adjudication before various courts.
6. Litigation involving Godrej Consumer Products Limited (GCPL)
(i) Litigation filed against GCPL
Criminal matters
495
Five criminal complaints have been filed against GCPL and few officials and directors of GCPL before various courts
including, in relation to misbranding of its products for failure to conformations to the specifications laid down under
the Drugs and Cosmetics Act, 1940, Legal Metrology Act, 2009, Insecticides Act as applicable. The matters are
currently pending.
1. Industrial Infrastructure Development Corporation (Gwalior) MP Ltd has issued a notice dated March 1, 2017
to GCPL demanding water use charges from the GCPLs Malanpur Manufacturing Unit. The matter is
currently pending.
2. Government of Puducherry, Office of the Inspector of Factories, Karaikal has issued a notice cum order to
GCPL for non-payment of minimum wages by GCPL to its factory workers at its Karaikal unit (Notice).
GCPL has replied to the Notice stating that there is no violation. The matter is currently pending.
3. HP State Pollution Control Board has issued a notice dated January 30, 2017 against GCPL demanding details
pertaining to registration of GCPLs Baddi unit under the Plastic Waste Management Rules (Notice). GCPL
has provided the details sought in the Notice. The matter is currently pending.
4. MP Pollution Control Board has issued a notice dated May 22, 2017 against GCPL alleging that its Malanpur
plant has neither registered itself under the Plastic Waste Management Rules, 2016 nor submitted any plan
for plastic waste collection (Notice). GCPL has responded to the Notice stating that it has already applied
for registration and has also submitted the plan for plastic waste collection within the prescribed time. The
5. Pollution Control Board, Assam has issued a notice dated July 3, 2017 against GCPL alleging that there is no
effulent treatment plant (ETP) in GCPLs Guwahati Unit manufacturing mosquito repellent coils and aer
products (Notice). GCPL has responded to the Notice. The matter is currently pending.
6. Department of Legal Metrology, Guwahati has issued a notice dated May 19, 2017 against GCPL alleging
that a product of Good Night Advanced was found with a smeared new MRP. The matter has been
compounded.
7. Department of Drug Controller, Kerela has issued a notice dated March 31, 2017 (Notice) against GCPL
alleging label violation i.e. maximum content of PPD not declared on the label and the caution/instruction of
presence of PPD in the product not mentioned in local language. GCPL has responded to the Notice stating
that the maximum content of PPD is mentioned on the lable and the presence of PPD in the product along
with caution is mentioned on the label in English and 8 local languages in the leaflet. Upon the said
explanation, the Inspector agreed that there was no label violation and hence the matter was closed.
8. Department of Agriculture, Delhi has issued a notice dated 24 March 2017 against GCPL alleging that the
HIT aerosol product sample is misbranded (Notice). GCPL has responded appropriately to the Notice. The
Other matters involving amount exceeding 10 million
1. Kamgar Suraksha Sangh & Another (the Plaintiffs) have filed a complaint against erstwhile GILs Vikhroli
soap factory (the Defendant) before the Industrial Court at Mumbai in relation to contempt of an award
passed against the Defendant to maintain a senior list and consider re-employment when manufacture of soaps
recommences. The amount involved in the matter is 22.80 million. The matter is currently pending.
2. Five money recovery suits have been filed against GCPL before the Bombay High Court in relation to the
amount due for alleged supplies of gold coins purportedly ordered by GCPL. GCPL has challenged the same
on the ground that the gold coins were ordered by Amit Gaine, an ex-employee, without any authorization
from GCPL. The aggregate amount involved in these matters amounts to 271.5 million. The matters are
currently pending.
(ii) Litigation filed by GCPL
Criminal matters
GCPL has filed a criminal complaint against Idealtik Private Limited before the Magistrates Court at Vikhroli in
relation to, inter alia, cheating and breach of trust. The police has filed its report before the court. The matter is
currently pending.
496
GCPL has initiated an arbitration against GAIL (India) Limited (the Defendant) seeking a refund of 12.18 million
paid by it under duress and in pursuance of an illegal demand raised by the Defendant towards minimum guarantee
committed under the contract entered between the parties. The amount involved in the matter 12.18 million. The
7. Litigation involving Godrej Household Products Lanka (Private) Limited (GHPLPL)
Litigation filed against GHPLPL
An assessment has been issued by the Department of Inland Revenue against GHPLPL for Rs. 469,397,248, the
amount of compensation received from KIWI European B.V. for termination of agreement to use KIWI brand
considering it as a taxable supply. An appeal has been filed by Godrej Household Products Lanka (Private) Limited
against the determination of Commissioner General of Inland Revenue before the Tax Appeal Commission of Sri
Lanka. The aggregate amount involved in the matter is 31.7 million. The appeal is currenly pending.
8. Litigation involving Godrej Landmark Redevelopers Private Limited (GLRPL)
(i) Litigation filed against GLRPL
1. Ajay Malgaonkar (Plaintiff) has filed a suit against GLRPL and others before the City Civil Court, Mumbai
inter alia for partition of flat among legal heirs of Krishnaji Sitaram Malgaonkar and seeking a relief against
GLRPL inter alia to hand over peaceful possession of a newly constructed flat to the Plaintiff and to deposit
more amount as per the development agreement. The matter is currently pending.
2. Ramesh Nadar (Plaintiff) has filed a suit against GLRPL before the City Civil Court, Mumbai inter alia
seeking declaration that a gift deed in respect of the suit is illegal, null and void and not binding on the
Plaintiff. Plaintiff has also sought a restrain order against GLRPL to deal with the suit flat. The matter is
currently pending.
(ii) Litigation filed by GLRPL
Matters involving an amount above 10 million
1. GLRPL (the Petitioner) has filed a writ petition against the State of Maharashtra and others (the
Respondents) before the Bombay High Court challenging the order passed by the Chief Controlling
Revenue Authority, Pune levying additional stamp duty of 29.30 million on the development agreement.
The Bombay High Court had passed an ad-interim stay order in favour of GLRPL. The total amount involved
is 29.30 million. The matter is currently pending.
2. GLRPL has filed a writ petition against the State of Maharashtra and others before the Bombay High Court
inter alia for seeking refund of the offsite infrastructure charges levied under the DCR and refund of
development charges since the same falls under the exemption provided in section 124 F of the Maharashtra
Regional and Town Planning Act, 1966. The total amount involved is 167.07 million, which has been paid
under protest. The matter is currently pending.
9. Litigation involving Godrej Nigeria Limited (GNL)
Litigation filed against GNL
Elder Monday Agwalogu, Uzodinma Osu and Christopher Agwalogu (Plaintiffs) have filed a case against erstwhile
entity Tura International Limited, Nigeria, GNL and others (Defendants) before the Court of Appeal, Owerri in
relation to an environmental pollution claim. The Plaintiffs are seeking punitive general damages of NGN 10,000
million against the Defendants for general inconveniences, acid rain, pollution of land and rivers, loss of water rights,
etc. The amount involved in the matter is NGN 10,000 million. The matter is currently pending.
497
10. Litigation involving Godrej Projects Development Pvt. Ltd. (GPDPL)
(i) Litigation filed against GPDPL
Criminal matters
1. A.D. Rajgor has filed a complaint against Mukund Staff Co-operative Housing Society Limited, GPDPL and
others before the Metropolitan Court at Vikhroli under Sections 177, 182, 192, 199, 34, 120B of the IPC inter
alia for allegedly giving false evidence, deposition/fabrication of evidence and giving false statements. The
2. A.D. Rajgor has filed a writ petition against GPDPL and others before the Bombay High Court inter alia
challenging the legality, proprietary and correctness of an order passed by the court of city civil Judge,
Mumbai in a criminal revision application. The revision application was filed by A.D.Rajgor inter alia in
relation to dismissal of his criminal complaint before the Metropolitan Magistrate Court at Vikhroli, Mumbai.
The criminal complaint filed by A.D. Rajor is in relation to a suit before city civil court contending that the
resolution passed in the special general meeting are illegal, null and void and contrary to the provisions of
law and guidelines and that procedure adopted for appointment of PMC is illegal, biased and not transparent
and hence prayed for fresh tendering process for appointment of developer. The matter is currently pending.
1. Gammon India Ltd has initiated arbitration proceedings against GPDPL before the arbitral tribunal in relation
to the dispute regarding the construction work for the proposed Godrej Platinum project in Bengaluru.
Gammon India Limited has claimed an amount of 1053 million against GPDPL. GPDPL has also filed a
counter claim for an amount of 7,095.40 million. The matter is currently pending.
2. Hermit Singh Grover (the Petitioner) has filed a case against GPDPL (the Defendant) before the
National Consumer Disputes Redressal Commission in relation to the alleged misrepresentation by the
Defendant regarding connectivity of the Project with Dwarka Highway and other transport facilities. The
Petitioner has claimed an amount of 0.50 million as damages together with 18% interest from September
11, 2012 on the principal amount. The matter is currently pending.
3. State of Haryana has filed a case against GPDPL before the District Collector Court, Gurgaon claiming stamp
duty on the assignment agreement executed by GPL in favour of Godrej Premium Builders Private Limited
(now merged with GPDPL). Godrej Premium Builders Private Limited had received a show cause notice
from the stamp authority claiming stamp duty on the assignment agreement with respect to project Godrej
Summit at Sector 104, Gurgaon. The total amount involved in the matter is 3% -7% of the property value
based on circle rate or 3% of 500 million, whichever is higher. The matter is currently pending.
4. Kirit G. Barchha has filed a class action suit against GPDPL before the National Consumer Disputes
Redressal Commission in relation to the collective grievance of 200 flat buyers inter alia alleging delay in
possession of apartments booked by them, imposition of arbitrary terms and conditions in the buyers
agreement, challenging parking charges in the project Godrej Summit. The matter is currently pending.
5. A.D.Rajgor has filed a suit against Mukund Staff Cooperative Housing Society Limited, GPDPL and others
(Suit) before the City Civil Court, Mumbai challenging the resolutions, DA and Power of attorney and
prayed for inclusion of the prayers mentioned in the Dispute Application filed by him in the Co-operative
Court. The matters are currently pending.
6. Prabha Gurjar and others have filed a case against GPDPL before 3 rd Assistant Sessions Judge, City Civil
Court, Dindoshi in relation to an internal family dispute for right into the ownership of the suit flat. GPDPL
is interested in getting vacant possession of the suit flat for its re-development activity. The matter is currently
pending.
7. Vijay Kumar Sarvade and others have filed a case against GPDPL and others before the City Civil Court,
Mumbai inter alia challenging the resolution passed by their society in appointing GPDPL as a developer.
The matter is currently pending.
(ii) Litigation filed by GPDPL
1. GPDPL (the Petitioner) has filed a writ petition against the Registrar of Assurances, Kolkata (the
Respondent) before the Calcutta High Court inter alia challenging the valuation of 486.72 million done
by the Respondent on the development agreement with SIMOCO & Ocean Frieght as against the valuation
498
mentioned in the development agreement of 77.39 million. The Petitioner has paid an additional stamp duty
of 30.76 million under protest and is seeking a refund of excess stamp duty paid. The matter is currently
pending.
2. GPDPL (the Petitioner) has filed a petition against Somoco Telecommunications (South Asia) Ltd (the
Respondent) before the Calcutta High Court inter alia seeking interim relief against the unlawful
revocation of power of attorney by the Respondent in relation to performing the acts related to development
agreements .The total amount involved is 486.72 million. An appeal has been filed by the Respondent
against the Petitioner before the Calcutta High Court challenging the order passed in the Section 9 petition.
The matter is currently pending.
3. GPDPL has initiated an arbitration against Simoco Telecommunications (South Asia) Limited (the
Defendant) in relation to a statement of claim filed against the Defendant whereby specific performance,
etc was sought. The total amount involved is 372.10 million. The matter is currently pending.
11. Litigation involving Godrej Properties Limited (GPL)
(i) Litigation filed against GPL
Criminal matters
1. GPL and others (the Accused) have filed a petition against Grentex Wools Private Limited (the
Complainant) before the Bombay High Court inter alia for quashing of order of issuance of summons and
complaint and also challenging the order of dismissal of the Accuseds revision petition. The complaint was
filed by the Complainant against the Accused in the Court of Metropolitan Magistrate at Vikhroli inter alia
alleging misappropriation of funds and falsification of accounts. The matter is currently pending.
2. Zinnia Co-operative Housing Society Limited has filed a complaint against GPL before the Magistrate Court,
Kalyan alleging discontinuance of bus service and not providing them with the water distribution system and
sewage disposal system. The matter is currently pending.
3. Chandrashekhar Shetty (for Federation of Edenwoods Co-operative Housing Society Limited) has filed a
criminal complaint against GPL and others before 3rd Joint Civil Judge (Junior Division) cum J.M.F.C, Thane
for alleging breach of consent terms which were agreed upon between GPL and Federation of Edenwoods
Co-operative Housing Society Limited. The matter is currently pending.
4. GPL (the Appellant) has filed an appeal against Grentex Wools Private Limited and others (the
Respondent) before the Court of Principal Judge City Civil & Session Court, Mumbai (19 th Court) against
rejection of the Appellants perjury application which was filed before the Metropolitan Magistrate Court at
Vikhroli. The perjury application was filed by the Appellant in the criminal complaint filed by the
Respondents against Appellant. The perjury application was filed for making false statement in the court. The
1. B. M. Farookh (the Petitioner) has filed a petition under section 11 of the Arbitration and Concilliation
Act, 1996 against GPL (the Respondents) before the Karnataka High Court seeking appointment of
arbitrator. GPL is developing a project named Godrej Alpine at Manglore (the Project) along with the
Petitioner, who has invoked arbitration alleging delay in execution of Project, claiming damages with interest
to the extent of In his notice invoking arbitration he has claimed damages with interest to the extent of 133.34
million. The matter is currently pending.
2. Inspector General of Registration and others have filed a writ petition against GPL in the Madras High Court
inter alia seeking directions for quashing the incorrect entries in revenue records for the deficit stamp duty
on various documents amounting to 457.38 million. The matter is currently pending.
3. Grentex Wools Private Limited (the Petitioner) has filed a petition against GPL in the Bombay High Court
inter alia challenging the award passed by an arbitrator whereby certain monetary claims of the Petitioner
were rejected. The total amount involved is 288.2 million including applicable interest. The matter is
currently pending.
4. Col. Kulwant Singh and others (Complainants) have filed a consumer complaint against GPL before the
National Consumer Disputes Redressal Commission in relation to an alleged delay in possession given by
GPL. The Complainants have demanded interest of 18% on 23.23 million from March 1, 2012 till the date
of possession together with other compensation costs. The matter is currently pending.
499
5. Karan Gill and another (Complainants) have filed a consumer complaint against GPL before the National
Consumer Disputes Redressal Commission in relation to alleged delay in possession of a unit/office space in
Godrej Eternia. The Complainants have demanded refund of 11.5 million together with interest of 18% and
other compensation costs. The matter is currently pending.
6. Chief Controlling Revenue Authority, Maharashtra State, Pune had levied additional stamp duty with respect
to the development agreement executed between Goldbricks Infrastructure Private Limited and GPL for
developing a project named Godrej Anandam at Nagpur. This order was challenged by GPL in a writ
petition filed before the Bombay High Court (Nagpur Bench). The High Court has granted an interim stay
order. The amount involved in the matter is 144.86 million. The matter is currently pending.
7. Ascent Construction & Others (the Appellant) have filed a first appeal against GPL and others (the
Respondents) before the Bombay High Court under Section 96 of the CPC to quash and set aside the
judgment passed by Civil Judge (Senior Division), Thane. The case was filed by the Appellant against the
Respondents before the Civil Judge (Senior Division) claiming vacant and peaceful possession of certain land
or in alternate 50 million with interest of 18% p.a. The matter is currently pending.
8. Brihanmumbai Mahanagarpalika & Others (the Petitioner) has filed a case against Simplex Realty Limited
(the Respondents) before the Bombay High Court challenging the order passed by Small Cause Court
granting refund of balance amount of property tax after restoring the rateable value to original rate of
2,239,610 net per annum. The Respondents and GPL have entered into a development agreement for
developing the project Planet Godrej. The matter is still pending.
9. GPL has filed an appeal against Sam Batliwala (the Complainant) under the Consumer Protection Act in
the National Consumers Disputes Redressal Commission challenging the order of the State Commission who
had allowed an appeal filed by the Complainant. GPL was directed to deliver possession of the flat within 45
days of the order of the State Commission and pay a compensation of 150,000 and 25,000 as litigation
cost. The Complainant had filed a complaint against GPL inter alia in relation to delay in possession and
deficiency in services. The matter is currently pending.
10. Three notices have been received by GPL and its joint venture partner from the stamp office, Ahmedabad
directing them to pay balance stamp duty and penalties aggregating to 55.29 million.
11. M. R. Raghuram has filed a suit against GPL and others (the Defendants) before the Court of Principal
Civil Judge, Devenahalli, inter alia, seeking injunction restraining the Defendants from interfering with the
peaceful possession and enjoyment of the suit property. The matter is currently pending.
12. M. R. Raghuram has filed a suit against GPL and others before the Court of Senior Civil Judge, Devenahalli
inter alia for partition and separate possession of 1/10 th share of the suit property. The matter is currently
pending.
13. Devaiah and others (Plaintiffs) have filed a suit against GPL and others (Defendants) before the City
Civil Court, Bengaluru seeking permanent injunction to declare that Plaintiffs have right of way over
staircases, passage, lifts, common gate, road and entry to the project including the entry road for ingress and
egress at all time. The matter is currently pending.
14. P.M. Devaiah and others have filed a miscellaneous petition against GPL and others (Defendants) before
the Additional City Civil & Sessions Court, Bengaluru (Court) inter alia for seeking action against
Defendants for alleged disregard, disobedience and contempt of order passed by the Court. The matter is
currently pending.
15. Nanak Chand has filed a declaration suit before the 26, Civil Judge (Senior Division), Gurgaon for declaration
of succession rights in the unit booked by late Govandi Devi in the property developed by GPL. The matter
16. Tarulataben Parmar and another have filed a suit against GPL before the Court of Principal Judge, Senior
Division Ahmedabad inter alia for alleged cancellation of sale deed and seeking a specific performance of
the Banakhat under Sections 10, 31 and 34 of Specific Relief Act, 1963. The matter is currently pending.
17. Tajalben Thakore and others have filed a suit against GPL before the Court of Principal Civil Judge,
Ahmedabad inter alia for alleged cancellation of sale deed and for specific performance of the Banakhat
under Section 10, 31 and 34 of Specific Relief Act, 1963. The matter is currently pending.
18. Dashrathji Thakore and others (the Plaintiffs) have filed a suit against GPL before the Court of Additional
Civil Judge (Senior Division), Ahmedabad seeking permanent injunction restraining GPL not to enter,
500
interfere and carry on construction of Godrej Garden City and claiming 1/4th share in the ancestral land. The
19. Grentex Wools Private Limited (the Petitioner) has filed a writ petition against GPL and others (the
Respondents) before the Bombay High Court inter alia against the registration of a society challenging
the State Ministrys order upholding the registration of the Grenville Park Co-operative Housing Society
Limited. The matter is currently pending.
20. Marigold Co-operative Housing Society Limited has filed a suit against GPL before the 5th Joint Civil Judge
(Junior Division), Kalyan claiming conveyance of the land and seeking to set aside an agreement of car
parking in favour of two flat owners. The matter is currently pending.
21. Kaustubh Gokhale has filed a public interest litigation against GPL before the Bombay High Court alleging
illegal and unauthorized construction of Topaz building. The matter is currently pending.
22. Plaza Co-operative Housing Society Limited has filed a consumer complaint against GPL and others before
the District Consumer Forum, Mumbai inter alia seeking conveyance of the property with sub-division of A
wing with proper demarcation. The matter is currently pending.
23. Milestone Space has filed a declaration suit against GPL before the Civil Court (Senior Division), Kalyan for
declaration of ownership and possession of the suit land. The matter is currently pending.
24. GPL and others have filed an execution proceedings against Federation of Edenwoods Co-operative Housing
Society Limited (Defendant) before the 6-Joint Civil Judge (Junior Division) J.M.F.C. Thane inter alia
seeking attachment of Defendants property on the grounds of breach of consent terms inter alia as regards
non admittance of Pine society as its members, not allowing them usage of common amenities and not
accepting the conveyance of the entire project. Defendant has also filed an execution proceedings against
GPL and others before the 6-Joint Civil Judge (Junior Division) cum J.M.F.C. Thane, inter alia seeking
attachment of property of GPL being in breach of the consent terms. The matters are currently pending.
25. Chandrakant Shah has filed an application against GPL before the Small Causes Court, Mumbai inter alia
praying that GPL be directed to comply with the consent decree wherein it was agreed upon that GPL would
develop the suit property and Chandrakant Shah would be given a monthly compensation for temporary
accommodation. The matter is currently pending.
26. Shashi Bhartia and others have filed a miscellaneous application against GPL and others before Additional
City Civil and Sessions Court, Banglore in the matter of a contempt petition filed by Devaiaih. GPL is yet to
receive summons in the matter.
27. Shashi Bhartia and others have filed a miscellaneous application against GPL and others before Additional
City Civil and Sessions Court, Banglore in the matter of a contempt petition filed by Pradeep Kilaru. GPL is
yet to receive summons in the matter.
(ii) Litigation filed by GPL
Criminal matters
1. GPL has filed a criminal complaint against Prabhu Yalagi before the XIV ACMM, Mayo Hall Bangalore in
relation to dishonour of cheque under Section 138 of the Negotiable Instruments Act for an amount of
500,000. The matter is currently pending.
Other matters involving amount exceeding 10 million
1. GPL (the Petitioner) has filed a petition against Grentex Wools Private Limited (the Respondent) in the
Bombay High Court inter alia challenging the final award in part (granting of counter claim of the Respondent
for an amount of 7.822 million) and additional award (awarding of six flats to be handed over to the
Respondent) in relation to arbitration invoked by the Petitioner against the Respondent. The said arbitration
was in relation to certain disputes in connection with the terms of the development agreement. The matter is
currently pending.
2. Simplex Realty Limited and GPL have filed a writ petition against the State of Maharashtra before the
Bombay High Court challenging the demand for payment of premium and challenging the validity of certain
government resolution/circulars as unconstitutional, ultra vires to the extent applicable to leasehold land. The
total amount involved is 171.56 million. The matter is currently pending.
501
3. GPL and Maharashtra State Electricity Distribution Company (MSEDCL) had filed two separate writ
petitions challenging the orders passed by the Ombudsman with respect to payment of two supplementary
bills raised by MSEDCL on the basis of commercial usage of electricity at Godrej Castlemaine at Pune. GPL
had conveyed the land and the building to the society. However the electricity meter continued to stand in the
name of GPL and electricity usage was considered as commercial and not for IT use. The total amount
involved in the matter is 28.47 million. The matter is currently pending.
12. Litigation involving Godrej Redevelopers (Mumbai) Private Limited (GRPL)
Litigation filed by GRPL
GRPL has filed a writ petition against the State of Maharashtra and others (the Respondents) before the Bombay
High Court inter alia for seeking refund of the offsite infrastructure charges levied under the Development Control
Regulations for Greater Bombay, 1991 and refund of development charges since the same falls under the exemption
provided under Section 124F of the Maharashtra Regional Town Planning Act, 1966. GRPL has sought refund of the
development charges and offsite charges being 56.47 million and 95.35 million respectively. The aggregate amount
involved in the matter is 151.82 million. The matter is currently pending.
13. Litigation involving Godrej Vikhroli Properties India Limited (GVPIL)
Litigation filed against GVPIL
1. Shramik Uttkarsh Kamgar Sabha (Petitioners) has filed a winding up petition against Godrej Vikhroli
Properties LLP (now changed to GVPIL) before the Bombay High Court (which has now been transferred to
NCLT, Mumbai) in relation to unpaid labour dues of the Petitioners amounting to 58.86 million. The matter
2. Aluplex India Private Limited has initiated an arbitration against GVPIL for recovery of the alleged dues of
96.36 million under the contract. GVPIL has filed a counter claim under various heads for an amount of
694.33 million. The matter is currently pending.
3. Vishal Earthmovers India Private Limited has filed a case against GVPIL before the Bombay High Court for
which the summons are yet to be received by GVPIL.
Litigation filed by GVPIL
1. GVPIL has filed a civil defamation suit against Sharmik Uttkarsh Kamgar Sabha before the Bombay High
Court against the defamatory act of Sharmik Uttkarsh Kamgar Sabha and has claimed an amount of 5,000
2. GVPIL has filed a suit against Vishal Earthmovers India Private Limited (the Contractor) before the
Bombay High Court for recovery of amounts on account of breach by the Contractor. GVPIL has claimed an
amount of 2,010 million. The matter is currently pending.
14. Litigation involving Natures Basket Limited (Natures Basket)
Litigation filed against Natures Basket
The Food Safety Officer has filed a case against Natures Basket and others under the provisions of the Food Safety
and Standards Act, 2006 (FSSAI) with the Adjudicating officer, FSSAI Bandra allegedly in relation to the samples
of Organic Aamla Sharbat collected by the Food Safety Officer. The matter is currently pending.
15. Litigation involving Laboratoria Cuenca S.A.
502
(i) Litigation filed against Laboratoria Cuenca S.A.
Action by Regulatory / Statutory Authority
1. The RENPRE (Secretariat of Programming for the Prevention of Drug Addiction and the Fight against Drug
Trafficking, namely Secretara de Programacin para la Prevencin de la Drogadiccin y la Lucha contra
el Narcotrfico) has initiated an inspection on Laboratoria Cuenca on July, 23 2013 regarding quarterly files
of Laboratoria Cuenca and have directed Laboratoria Cuenca to rectify all information filed regarding 2012
third quarter. The matter is currently pending.
2. Municipalities have filed cases against Laboratorio Cuenca claiming for publicity rights in relation to
Laboratorio Cuenca publicity and advertisement of its trademarks on the public road and/or inside the shops.
The total amount involved is ARG 122,561,266. The matters are currently pending.
Eleven cases have been filed by employees of Laboratoria Cuenca S.A. against Laboratoria Cuenca S.A. before
Argentine labour courts under Law No. 20,744 in relation to their dismissal for which compensation has been claimed.
The aggregate amount involved is ARG 4,489,563. The matters are currently pending.
16. Litigation involving Lorna Nigeria Limited (LNL)
Litigation filed by LNL
Criminal matters
Two cases have been filed by LNL against their ex-employee before the Magistrate Court, Lagos on the grounds of
conspiracy and stealing of raw materials worth NGN 50 million in aggregate. The matters are currently pending.
17. Litigation involving Style Industries Limited (SIL)
(i) Litigation filed against SIL
Criminal matters
1. William Okumu has filed a complaint against SIL in Milimani Magistrate Court in relation to a physical
assault of employee. The matter is currently pending.
Other matters
1. Three civil suits have been filed against SIL in relation to infrignment of intellectual property rights before
various courts. The matters are currently pending.
2. Mary Karuga has filed a civil suit against SIL in Nakuru Magistrates Court in relation to an injury suffered
at work seeking compensation for loss of amenities, damages for lost and diminished earning capacity.The
3. Competition Authority of Kenya has filed a case against SIL in in relation to abuse of dominant position and
restrictive trade practices.The matter is currently pending.
(ii) Litigation filed by SIL
Criminal matters involving an amount execeeding 10 million
1. SIL has filed a complaint against Anthony Thuo Macharia in Nakhuru Court in relation to obtaining goods
by false pretence by faking a bank deposit slip. The matter is currently pending.
2. SIL has filed a complaint against Lawrence Katana in Mombasa Magistrates Court in relation to obtaining
goods by false pretence. The matter is currently pending.
Other matters involving an amount execeeding 10 million
1. 14 civil suits have been filed by SIL in relation to infringement of trademarks and other intellectual property
rights before various courts. The matters are currently pending.
2. Two civil suits have been filed by SIL against Best Beauty Cosmetics for debt recovery before certain courts.
The matters are currently pending.
503
18. Litigation involving Vora Soaps Limited (Vora Soaps)
Litigation filed against Vora Soaps
The Registrar, High Court of Karnataka issued a notice under Section 531A of the Companies Act, 1956 directing
Vora Soaps to show cause as to why Vora Soaps should not be restrained from alienating or dealing with the property
registered in the name of Vora Soaps which was acquired from Avasthagen Limited (Avasthagen). In the winding
up proceedings against Avasthagen, the ex-employees of Avasthagen disputed the title of two properties acquired by
Vora Soaps. The provisional liquidator had taken possession of one of the immovable properties, against which Vora
Soaps is currently contesting this action of the provisional liquidator. The matter is currently pending.
II. Litigation involving our Directors
All outstanding legal proceedings involving Directors shall be considered material for the purposes in this section.
Litigation filed against our Directors
A. Litigation involving Nadir Godrej in his capacity as director on the board of GCPL, GIL and Natures Basket
Litigation filed against Nadir Godrej
Criminal Matters
1. GCPL, Nadir Godrej and others have filed an application against the State of Kerala before the High Court
of Kerala and have obtained a stay in relation to the proceedings against GCPL, Nadir Godrej and others
before the trial court. State of Kerala through Legal Metrology Inspector has filed a case against GCPL, Nadir
Godrej and others before the First Class Magistrate, Trivendrum, Kerala for alleged mis-branding and non-
mentioning of the weight and dimensions on the package of the mosquito coils. The matter is currently
pending.
2. Kamgar Suraksha Sangh has filed a complaint against GCPL, Nadir Godrej and others before the Industrial
Court, Maharashtra alleging contempt of an award passed against GILs soap factory. For details, see
Outstanding Litigation and Material Developments - Litigation involving our Group Companies - Litigation
filed against GCPL Other matters involving an amount exceeding 10 million at Sr. No. 2 on page 496.
3. Nadir Godrej, GIL and its directors have filed an appeal against the Union of India before the special director
(Appeals) against the order passed by the Deputy Director, Directorate of Enforcement imposing penalty of
1.55 Million on GIL and 0.15 Million on Nadir Godrej and other directors of GIL for alleged contravention
of certain provisions of erstwhile Foreign Exchange Regulation Act, 1973. The matter is currently pending.
Other matters
1. ISS Facilities Limited (ISS) has initiated an arbitration against Nadir Godrej, GIL and its directors inter alia
seeking indemnity claims against Nadir Godrej, GIL and its directors (Sellers) in relation to recovery of
taxes levied by the statutory bodies. The Sellers had given an indemnity to ISS while selling their stake in
Godrej Hi- care business to ISS. ISS has alleged that assessments were pending and there was a demand for
C and F forms along with other required documents which ISS could not submit as those were not handed
over by GIL when the Godrej HI-care business was transferred to ISS. The amount involved in the matter
is 21.06 million. The matter is currently pending.
B. Litigation involving Adi Godrej in his capacity as director on the board of GCPL, GIL and Natures Basket
Litigation filed against Adi Godrej
Criminal Matters
1. Adi Godrej has filed a revision application before the Sessions Court, Kota in relation to a magistrate order
refusing to consider discharge application of Adi Godrej. State of Rajasthan through Drug Inspector, Kota
has filed a complaint against Adi Godrej before the Chief Judicial Magistrate, Kota, allegedly on the ground
of selling mis-branded cosmetics in violation of the Drugs and Cosmetics Act, 1940. The matter is currently
pending.
2. Adi Godrej has filed an appeal against State of Rajasthan before the appellate court in relation to a magistrate
order refusing to consider discharge application of Adi Godrej. State of Rajasthan through Drug Inspector,
504
Kota has filed a complaint against Adi Godrej before the Chief Judicial Magistrate, Kota, allegedly on the
ground of selling mis-branded cosmetics in violation of Drugs and Cosmetics Act, 1940. The matter is
currently pending.
3. Adi Godrej has filed an application against the State of U.P. before the Allahabad High Court and have
obtained a stay order in relation to the proceedings before the Magistrate Court. For details, see
Outstanding Litigation and Material Developments - Litigation involving our Group Companies s-
Litigation filed against GCPL criminal matters on page 495.
4. G. D. Gupta has filed a case against Adi Godrej, GIL and its directors before the First Class Magistrate,
Borivali alleging dishonor of cheque. Adi Godrej and GILs directors have obtained a stay of criminal
proceedings against themselves from the Bombay High Court. The amount involved in the matter is 0.35
5. Adi Godrej, GIL and its directors filed an appeal against the Union of India before the special director
(Appeals) against the order passed by the Deputy Director, Directorate of Enforcement. For details, see
Outstanding Litigation and Material Developments - Litigation involving our Directors- Litigation filed
against our Directors - Litigation filed against Nadir Godrej criminal matters - Serial No. 3 on page 504.
6. Harilal Jalan has filed a suit against GCPL and Adi Godrej before the Bombay High Court for recovery of
24.6 million in relation to an alleged supply of gold coins purportedly ordered by GCPL. The matter is
currently pending.
7. GCPL, Adi Godrej and others has filed an application against the State of Kerala before the High Court of
Kerala and have obtained a stay in relation to the proceedings against GCPL, Adi Godrej and others before
the trial court. For details, see Outstanding Litigation and Material Developments - Litigation involving
our Directors- Litigation filed against our Directors - Litigation filed against Nadir Godrej criminal matters
- Serial No. 1 on page 504.
Other matters
1. ISS Facilities Limited (ISS) has initiated an arbitration against Adi Godrej, GIL and its directors inter alia
seeking indemnity claims against Adi Godrej, GIL and its directors. For details, see Outstanding Litigation
and Material Developments - Litigation involving our Directors- Litigation filed against our Directors -
Litigation filed against Nadir Godrej Other matters - Serial No. 1 on page 504.
C. Litigation involving Tanya Dubash in her capacity as director on the board of GCPL, GIL and Natures Basket
Litigation filed against Tanya Dubash
Criminal Matters
1. GCPL, Tanya Dubash and others have filed an application against the State of Kerala before the High Court
of Kerala and have obtained a stay in relation to the proceedings against GCPL, Tanya Dubash and others
before the trial court. For details, see Outstanding Litigation and Material Developments - Litigation
involving our Directors- Litigation filed against our Directors - Litigation filed against Nadir Godrej
criminal matters - Serial No. 1 on page 504.
2. Kamgar Suraksha Sangh has filed a complaint against GCPL and Tanya Dubash before the Industrial Court,
Maharashtra alleging contempt of an award passed against GIL Soap factory. For details, see Outstanding
Litigation and Material Developments - Litigation involving our Group Companies - Litigation filed against
GCPL Other matters involving an amount exceeding 10 million at Sr. No. 2 on page 496.
Other matters
1. ISS Facilities Limited (ISS) has initiated an arbitration against Tanya Dubash, GIL and its directors inter alia
seeking indemnity claims against Tanya Dubash, GIL and its directors. For details, see Outstanding
Litigation and Material Developments - Litigation involving our Directors- Litigation filed against our
Directors - Litigation filed against Nadir Godrej Other matters - Serial No. 1 on page 504.
D. Nisaba Godrej in her capacity as director on the board of GCPL, GIL and Natures Basket
Litigation filed against Nisaba Godrej
Criminal Matters
505
1. GCPL, Nisaba Godrej and others have filed an application against the State of Kerala before the High Court
of Kerala and have obtained a stay in relation to the proceedings against GCPL, Nisaba Godrej and others
before the trial court. For details, see Outstanding Litigation and Material Developments - Litigation
involving our Directors- Litigation filed against our Directors - Litigation filed against Nadir Godrej
criminal matters - Serial No. 1 on page 504.
2. Kamgar Suraksha Sangh has filed a complaint against GCPL, Nisaba Godrej before the Industrial Court,
Maharashtra alleging contempt of an award passed against GIL Soap factory. For details, see Outstanding
Litigation and Material Developments - Litigation involving our Group Companies - Litigation filed against
GCPL Other matters involving an amount exceeding 10 million at Sr. No. 2 on page 496.
Other matters
1. ISS Facilities Limited (ISS) has initiated arbitration proceeding against Nisaba Godrej, GIL and its directors
inter alia seeking indemnity claims against Nisaba Godrej, GIL and its directors. For details, see
Outstanding Litigation and Material Developments - Litigation involving our Directors- Litigation filed
against our Directors - Litigation filed against Nadir Godrej Other matters - Serial No. 1 on page 504.
E. Balram S. Yadav
Litigation filed against Balram S. Yadav
Criminal matters
1. Two complaints have been filed against Balram S. Yadav as a managing director and an occupier of Godrej
Tyson and another against which Balram S. Yadav has filed quashing petitions under Section 482 of the
Criminal Procedure Code, 1972 before the High Court of Karnataka. For details, see Outstanding
Litigation and Material Developments - Litigation involving our Subsidiary Litigation involving Godrej
Tyson - Litigation filed against Godrej Tyson Criminal matters on page 489.
III. Litigation involving our Promoters
For details of litigation involving Nadir B. Godrej and Adi B. Godrej, see Outstanding Litigation and Material
Developments - Litigation involving our Directors on page 504.
Disclosure of litigation involving GIL: The board of directors of GIL has approved that the outstanding litigation
involving GIL which exceed an amount being lesser of 1% of the total net profit after tax or 1% of the net worth of
GIL, as per the audited financial statements of GIL (as at and for the Financial Year 2017), on a consolidated basis
would be considered material for GIL. The profit after tax and net worth of GIL as per the audited financial statements,
on a consolidated basis, as of and for Financial Year 2017, was 4,588.20 million and 46,702.10 million,
respectively. Accordingly, we have disclosed all material outstanding litigation involving GIL where (i) the aggregate
amount involved exceeds 10 million (being an amount which is less than the lesser of 1% of the total net profit after
tax and 1% of the net worth of GIL as per the audited financial statements of GIL (as of and for the Financial Year
2017) individually, (ii) the decision in one case is likely to affect the decision in similar cases, even though the amount
involved in that individual litigation may not exceed 10 million; and (iii) all other outstanding litigation which may
not meet the specific threshold and parameters as set out in (i) or (ii) above, but where an adverse outcome would
materially and adversely affect the business, operations or financial position or reputation of our Company.
On basis of the above, the following litigation involving GIL have been disclosed: (i) outstanding litigation above the
materiality threshold or any other outstanding litigation involving GIL whose outcome could have a material and
adverse effect on our Companys consolidated results of operations or financial position; (ii) outstanding criminal
proceeding; and (iii) outstanding actions taken by statutory or regulatory authorities.
Litigation involving Godrej Industries Limited (GIL)
Litigation filed against GIL
Criminal matters
1. Six criminal complaints have been filed by the Food Safety Inspector, State of Andhra Pradesh and
Maharashtra against GIL before the Magistrate First Class in Andhra Pradesh and with adjudicating officer,
Thane for alleged violation of Prevention of Food Adulteration Act on the ground of failed sample test. The
matters are currently pending.
506
2. Factory Inspector, State of Gujarat has filed a complaint against the Nitin Nabar (executive director and
occupier of GIL) before the Magistrate Court at Valia, Bharuch District in relation to an industrial accident
that took place in Valia factory. The matter is currently pending.
3. Ghanshyamdas Gupta has filed a case against GIL under Section 138 of the Negotiable Instruments Act in
relation to dishonor of cheque amounting to 352,000. The matter is currently pending.
1. ISS Facilities Limited (ISS) has initiated arbitration proceeding against GIL and its directors inter alia seeking
indemnity claims against GIL and its directors. For details, see Outstanding Litigation and Material
Developments - Litigation involving our Directors- Litigation filed against our Directors - Litigation filed
against Nadir Godrej Other matters - Serial No. 1 on page 504.
2. GIL has filed an appeal before the Division Bench of the Bombay High Court against Prakash Kadam & Ors.
(Plaintiff) against the order of the Single Judge of the Bombay High Court. The Plaintiff (working as a
watchmen at Juhu guest house) had filed a case against GIL before the industrial court claiming parity of
wages with the watchmen working at factory premises. The matter is currently pending.
Litigation filed by GIL
Criminal matters
1. GIL has filed a criminal complaint against an employee Pinaki Chowdhury (the Accused) before the Court
of ACJM, Bidhannagar, in relation to, inter alia, fraud, falsification of accounts by clerk, and criminal breach
of trust under Sections 420, 408 and 477A of the IPC. The matter is currently pending.
2. GIL has filed a criminal complaint against ex-employee Vipin Dwiwedi under Sections 384, 403 and 418 of
the IPC, in relation to, inter alia, extortion, dishonest misappropriation of property, and cheating. The matter
3. GIL has filed ten criminal complaints under section 138 of the Negotiable Instruments Act in relation to
dishonor of cheques against Tricom Limited which are currently pending before the First Class Magistrate at
Vikhroli, Mumbai, aggregating approximately to 96 million.
1. GIL has filed a suit before the Bombay High Court against Tricom India Limited and others (Defendants)
for recovering an amount of 50 million towards the unrealised portion of the decree passed in favour of GIL
in a summary suit against the Defendants. The matter is currently pending.
2. GIL has initiated arbitration proceedings against Colin Rebello, Jer Rutton Kavasmaneck and others
(Defendants) for recovering amounts advanced by GIL to the Defendants. The amount involved in the
matter is 10.34 million. The matter is currently pending.
Tax Proceedings:
We have disclosed claims relating to direct and indirect taxes involving our Company, Subsidiaries, Promoters, Group
Companies and Directors, in a consolidated manner giving details of the number of cases and total amount involved
in such claims:
Nature of case Number of cases Amounts involved (in

million)
Company
Direct tax 2 27.55
Indirect tax 80 1,017.62
Subsidiaries & Joint Ventures
Direct tax 11 55.11
Indirect tax 15 671.19
Promoters
Direct tax 30 585.49
Indirect tax 31 354.06
Group Companies
Direct tax 89 998.24
Indirect tax 388 5,425.57
507
Directors
Direct tax - -
Indirect tax 1 5
Small scale undertakings or any other creditors
Company, in its ordinary course of business, has outstanding dues aggregating to 2,978.87 million as of June 30,
2017. Company owes the following amounts, whereby material dues to creditors are identified as each creditor
exceeding 29 million (being less than 1% of total dues owed by our Company to the small scale undertakings and
creditors as of June 30, 2017).
Particulars Number of Cases ( in million)

Dues to small scale undertakings - -
Material dues to creditors 7 819.95
Other dues to creditors 8,070 2,158.92
Total 8,077 2,978.87
The details pertaining to material dues to creditors are available on the website of our Company at
http://www.godrejagrovet.com/creditors-listing.aspx. It is clarified that such details available on our website do not
form a part of this Red Herring Prospectus. Anyone placing reliance on any other source of information, including our
Companys website, would be doing so at their own risk.
Material Developments
For details of material developments since last balance sheet date, see Managements Discussion and Analysis of
Financial Condition and Results of Operations beginning on page 459.
508
GOVERNMENT AND OTHER APPROVALS
Our business requires various approvals, licenses, registrations and permits issued by relevant Central and State regulatory
authorities under various rules and regulations. We have set out below an indicative list of material approvals obtained by our
Company, our Subsidiaries and our Joint Ventures, as applicable, for the purposes of undertaking their respective business. In
view of this, our Company can undertake the Issue and its current business activities. Additionally, unless otherwise stated,
these approvals are valid as on the date of this Red Herring Prospectus. Some of the approvals may expire periodically in the
ordinary course and applications for renewal of such expired approvals are submitted in accordance with applicable
requirements and procedures.
We have also disclosed below (i) approvals applied for but not received; (ii) approvals expired and renewal to be applied for;
and (iii) approvals which are required but not obtained or applied for. For further details in connection with the applicable
regulatory and legal framework, see Regulations and Policies on page 145.
I. Approvals in relation to the Issue
For the approvals and authorisations obtained by our Company in relation to the Issue, see Other Regulatory and
Statutory Disclosures Authority for the Issue on page 513.
II. Incorporation details of our Company
1. Certificate of incorporation dated November 25, 1991 issued by the Registrar of Companies, Gujarat to our
Company.
2. Fresh certificate of incorporation dated February 19, 2002 issued by Registrar of Companies, Gujarat upon
conversion of our Company.
III. Approvals in relation to the establishments and business operations of our Company, Subsidiaries and Godrej
Tyson, as applicable, issued by authorities of the respective jurisdictions in which our factories are located
1. License issued by the designated authorities under the Factories Act to enable certain premises of our
Company, Subsidiaries and Joint Ventures to be used as a factory.
2. Certificates issued by various pollution control boards under the Water Act, Air Act and Hazardous Waste
Rules framed under the Environment Protection Act, 1986 granting consent to discharge effluents and
hazardous wastes and emissions in the atmosphere.
3. Certificates issued by the Director of Boilers under the Indian Boilers Act for use of boiler and certificate of
competency issued by designated authorities under the Boiler Attendants Rule, 2011 to operate the boilers.
4. License issued by the Agricultural Marketing Committee, Gannavaram under the Andhra Pradesh
(Agricultural Produce & Live Stock) Markets Act, 1966 for operating as a trader for purchase or sale of
notified agricultural produce, live stock and products of live stock in the state of Andhra Pradesh for our
Company.
5. License to trade issued by the gram panchayat for carrying on businesses including animal feed and
agricultural inputs.
6. Certificate of registration issued by the electrical inspectors under the Indian Electricity Manual, 1956 for
installation of generators.
7. Licenses issued by the Legal Metrology Departments under the Legal Metrology Act for storage tanks and
weighing scale equipments.
8. No objection certificate issued by the Directorate of Fire and Emergency Services granting its no objection in
occupancy of premises.
9. Licenses issued by the Commissioner of Prohibition and Excise under the Bombay Prohibition Act, 1949 for
possession and use of molasses.
10. Certificates of registration issued by the Registering Officer and the labour commissioners under the Contract
Labour (Regulation and Abolition) Act, 1970 for engaging labourers in various businesses and activities,
including animal feed, loading, unloading, shifting, stacking, sweeping, and security.
11. Certificates of registration of establishment issued by Employees State Insurance Corporation, 1948 under
the Employees State Insurance Act, 1948.
509
12. Certificates of acknowledgment of industrial entreprenuer memorandum and District Industries Centre issued
by the Ministry of Commerce and Industry for manufacture of inter alia animal feed, agri input, oil palm and
dairy products.
13. Report of examination issued by the competent person under the Factories Act certifying the pressure vessel
or plant.
14. Certificate of stability issued by competent person under the Factories Act certifying the structural stability
of the building, plant and machinery.
15. Various tax related approvals including permanent account number, registration under state legislations for
tax on professions, trades and callings and employment, provident fund and registrations under the Shops and
Establishment Acts in the states where we operate.
16. Provisional certificate issued by the Central Government for enrolment as existing tax payer for GST.
17. Certificate issued by the Ministry of Commerce and Industry for allotment of importer-exporter code number.
Approvals applicable at the product level of our Company, Subsidiaries and Joint Ventures
1. Certificates of registration issued by the Central Insecticides Board and Registration Committee under the
Insecticides Act, 1968 for manufacture of various insecticides;
2. Licenses to sell, stock or exhibit for sale or distribution of insecticides issued by the Agriculture Officer under
the Insecticides Act, 1968; and
3. Licenses to carry on the business of a dealer in seeds issued by the Director of Agriculture under the Seeds
(Control) Order, 1983.
Approvals in relation to our Subsidiaries and Joint Ventures
Approvals in addition to those listed above, specific to each of our Subsidiaries and Joint Ventures are set out below:
Approvals obtained by Astec LifeSciences
1. Certificate of incorporation dated January 25, 1994 issued by the RoC to Urshila Traders Private Limited.
Subsequently, the fresh certificate of incorporation dated August 19, 1994 and March 3, 2006 were issued by
RoC pursuant to change of name to Astec Chemicals Private Limited and Astec LifeSciences Private
Limited, respectively. Furthermore, a fresh certificate of incorporation dated April 27, 2006 was issued by
the RoC upon conversion to a public company.
2. License issued by the Petroleum and Explosives Safety Organisation under the Gas Cylinder Rules, 2004 for
storage of butylene, methyl chloride, butadiene and chlorine in cylinders.
3. Licence issued by the Petroleum and Explosives Safety Organisation under the Petroleum Act, 1934 for
importation and storage of petroleum in an installation.
4. Certificate issued by the Petroleum and Explosives Safety Organisation under Indian Explosives Act, 1884
for storage of compressed gas including dimethyl amine, gas in pressure vessels.
5. Licence issued by the District Collector of Raigad, Maharashtra under the Maharashtra Solvent, Raffinate and
Slop (Licensing) Order, 2007 and Maharashtra Solvent, Raffinate and Slop ( Acquisition, Sale, Storage and
prevention of use in Automobiles) Order, 2007 to aquire, store and consume solvent, raffinate and slop used
inter alia for formulating pesticides and purification of products.
6. Certificate issued by the Ministry of Science and Technology for recognition of in-house research and
development.
7. Certificate of registration issued by the International Standards Certifications certifying compliance to

develop, manufacture and supply organic chemicals and intermediates for pharmaceuticals and agro
chemicals industries.
Approvals obtained by Creamline Dairy
1. Certificate of incorporation dated October 31, 1986 issued by the Registrar of Companies, Hyderabad. Fresh
certificate of incorporation dated August 11, 1994 issued by the Registrar of Companies, Hyderabad upon
conversion to a public limited company.
510
2. Certificate issued by the Bureau of Indian Standards for specification of skimmed milk powder.
3. Registration of licence issued by Food Safety & Standards Authority of India under the Food Safety and
Standard Act, 2006 for factories, milk chilling centres and bulk milk cooling centres.
4. Certificate issued by the Ministry of Commerce and Industry for processing of butter and skimmed milk
powder for non European Union countries for the purposes of export.
5. Certificate of authorisation issued by the Directorate of Marketing and Inspection under General Grading and
Marketing Rules, 1988 for use of grade designation marks on ghee.
6. Certificate of registration issued by the Legal Metrology Departments under the Legal Metrology Act, 2009
for manufacturing and packing of certain dairy products.
In addition, Creamline Dairy has recently acquired a new factory from RBS Dairy, and all the licenses in this relation
are in the name of RBS Dairy.
Approvals obtained by Behram Chemicals
1. Certificate of incorporation dated April 6, 1993 issued by the RoC.
Approvals obtained by Nagavalli Milkline
1. Certificate of incorporation dated May 4, 1999 issued by the Registrar of Companies, Hyderabad.
Approvals obtained by Comercializadora Agricola
1. Certificate of incorporation dated March 19, 2013 at Bogota, Columbia.
2. Certificate of registration as importer and distributor of agrochemicals.
Approvals obtained by Astec Europe
1. Certificate of incorporation dated December 21, 2006 at Belgium.
Approvals obtained by Godvet Agrochem
1. Certificate of incorporation dated January 22, 2014 issued by the RoC.
Approvals obtained by Godrej Tyson
1. Certificate of incorporation dated January 11, 2008 issued by the RoC to Godrej Foods Limited. Fresh
certificate of incorporation dated October 14, 2008 issued by the RoC pursuant to change of name to Godrej
Tyson Foods Limited.
2. Registration of licence issued by Food Safety & Standards Authority of India under the Food Safety and
Standard Act, 2006 as a manufacturer of various chicken food products.
3. Certificate of registration issued by Jamiat Ulama Halal Foundation for chicken products.
Approvals obtained by ACI Godrej
1. Certificate of incorporation dated October 10, 2004 at Bangladesh.
Approvals applied for but not received by our Company, Subsidiaries and Joint Ventures
1. Application for renewal of certificate Consolidated Consent Authorization (Air, Water and Hazardous)
pending before the pollution control boards under the Air (Prevention and Control of Pollution Act), 1981
granting consent to discharge emissions in the atmosphere for one factory.
2. Applications for renewal of license pending before the Agriculture Officer under the Insecticides Act, 1968
to sell, stock or exhibit for sale or distribution of insecticides for two godowns.
3. Application for renewal of registration pending before the Electrical Inspectors under the Indian Electricity
Manual, 1956 for installation of generators for one factory.
511
4. Applications for renewal of no objection certificates pending before the Directorate of Fire and Emergency
Services for grant of no objection in occupancy of premises for three factories.
5. Applications for renewal of licenses pending before the Legal Metrology Departments under Legal Metrology
Act for oil storage tanks for two factories.
6. Application for renewal of licence pending before the District Collector of Raigad, Maharashtra under the
Maharashtra Solvent, Raffinate and Slop (Licensing) Order, 2007 and Maharashtra Solvent, Raffinate and
Slop (Acquisition, Sale, Storage and prevention of use in Automobiles) Order, 2007 to aquire, store and
consume solvent, raffinate and slop for one factory.
7. Applications submitted for registration before the various pollution control boards under Plastic Waste
Management Rules, 2016 for 19 factories.
8. Application for renewal of certificate of registration issued by the Legal Metrology Departments under the
Legal Metrology Act for manufacturing and packing of certain dairy products for three factory.
Approvals required but not obtained or applied for by our Company, Subsidiaries and Joint Ventures
1. No objection certificate issued by the Directorate of Fire and Emergency Services granting its no objection in
occupancy of premises for 13 factories.
2. Certificate of acknowledgment of industrial entreprenuer memorandum and District Industries Centre issued
by the Ministry of Commerce and Industry for manufacture of inter alia animal feed, agri input and oil palm
for one factory.
3. Certificate of registration issued by the electrical inspectors under the Indian Electricity Manual, 1956 for
installation of generators for one factory.
4. Registration under state legislations for tax on professions, trades and callings and employment for one
factory.
512
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
The Issue has been authorised by a resolution of the Board passed at their meeting held on May 12, 2017 and the Shareholders
have approved the Issue pursuant to a special resolution passed at the EGM of our Company held on May 12, 2017. Further,
the Board, through its resolution dated July 18, 2017 has approved the quantum of Fresh Issue comprising Equity Shares
aggregating up to 2915.12 million.
Our Company has, in consultation with the BRLMs, issued and allotted up to 192,901 Equity Shares for cash consideration
aggregating up to 84.88 million. The size of the Fresh Issue as disclosed in the Draft Red Herring Prospectus dated July 18,
2017, being 3,000 million, has been reduced to 2,915.12 million accordingly.
The Offer for Sale has been authorised as follows:
Sr.No. Selling Shareholder Offer for Sale Date of

consent/authorisation
1. Godrej Industries Limited Up to [] Equity Shares aggregating up to 3,000 June 28, 2017 and July 12,
million 2017
2. V-Sciences Investments Pte Up to 12,300,000 Equity Shares aggregating up to July 18, 2017
Ltd [] million
Total []
The Promoter Selling Shareholder specifically confirm that the portion of the Equity Shares offered by it are eligible for being
offered in the Offer for Sale in terms of Regulation 26(6) of the SEBI ICDR Regulations. The Investor Selling Shareholder
specifically confirms that the V-Sciences Offered Shares are eligible for being offered in the Offer for Sale, in terms of
Regulation 26(6) of the SEBI ICDR Regulations. Each of the Selling Shareholders has also confirmed that it is the legal and
beneficial owner of the Equity Shares being offered by it under the Offer for Sale.
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters
dated July 28, 2017 and July 27, 2017, respectively.
Prohibition by SEBI or other Governmental Authorities
Our Company, our Promoters, our Directors, the members of the Promoter Group, the Group Companies, the persons in control
of our Company and the Promoter Selling Shareholders have not been prohibited or debarred from accessing or operating in
capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
The Investor Selling Shareholder specifically confirms that it has not been prohibited or debarred from accessing or operating
in the capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
The companies, with which our Promoters or our Directors or persons in control of our Company are or were associated as
promoters, directors or persons in control have not been prohibited from accessing or operating in capital markets or restrained
from buying, selling or dealing in securities under any order or direction passed by SEBI or any other regulatory or
governmental authority.
None of our Directors are associated with the securities market in any manner.
There has been no action taken by SEBI against our Directors or any entity in which our Directors are involved in as promoters
or directors.
The listing of any securities of our Company and our Subsidiaries has never been refused at any time by any of the Stock
Exchanges in India or abroad.
Prohibition with respect to wilful defaulters
Neither our Company nor our Promoters, relatives (as defined under Companies Act) of our Promoters, Directors, Group
Companies, nor the Promoter Selling Shareholder have been identified as Wilful Defaulters.
The Investor Selling Shareholder specifically confirms that it has not been declared as a wilful defaulter, as defined under the
SEBI ICDR Regulations.
513
Eligibility for the Issue
Our Company is eligible for the Issue in accordance with Regulation 26(1) of the SEBI ICDR Regulations as set out under the
eligibility criteria calculated in accordance with the Restated Financial Information prepared in accordance with the Companies
Act and restated in accordance with the SEBI ICDR Regulations:
Our Company has net tangible assets of at least 30 million in each of the preceding three full years (of 12 months
each), of which not more than 50% of the net tangible assets are held as monetary assets;
Our Company has a minimum average pre-tax operating profit of 150 million calculated on a restated and
consolidated basis, during the three most profitable years out of the immediately preceding five years;
Our Company has a net worth of at least 10 million in each of the three preceding full years (of 12 months each);
The aggregate size of the proposed Issue and all previous issues made in the same Financial Year is not expected to
exceed five times the pre-Issue net worth as per the audited balance sheet of our Company for the year ended March
31, 2017; and
Our Company has not changed its name within the last one year.
Our Companys pre-tax operating profit, net worth, net tangible assets, monetary assets and monetary assets as a percentage of
the net tangible assets derived from the Restated Financial Information included in this Red Herring Prospectus as at, and for
the last five years ended March 31 are set forth below:
( in Million, unless otherwise stated)
Particulars Financial year ended Financial year ended Financial year ended Financial year ended Financial year ended
March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
Standalone Consolidat Standalone Consolidat Standalone Consolidat Standalone Consolidat Standalone Consolidat
ed ed ed ed ed
Net tangible 4,428.70 9,836.78 2,432.57 6,714.86 4,573.92 4,664.78 3,950.72 3,944.41 2,808.49 2,828.26
assets, as
restated(i)
Monetary assets, 373.72 538.19 194.65 314.30 118.32 130.39 1,131.27 1,138.59 209.72 212.51
as restated(ii)
Monetary assets, 8.44% 5.47% 8.00% 4.68% 2.59% 2.80% 28.63% 28.87% 7.47% 7.51%
as restated as a %
of net tangible
assets, as restated
Pre-tax operating 2,736.84 3,832.95 2,476.97 2,769.39 2,685.24 2,860.37 2,135.41 2,325.48 1,760.05 1,745.15
profit, as
restated(iii)
Net worth, as 9,030.07 10,096.79 6,981.07 7,832.02 5,919.44 6,404.13 4,865.50 5,186.73 4,189.38 4,137.10
restated (iv)
Source: Restated Statement of Assets and Liabilities and Restated Statement of Profit and Loss of the Company as included in
the Red Herring Prospectus under the section Financial Statements.
(i) Net Tangible Assets =Net block of fixed assets + Capital work in progress for fixed assets (including capital
advances) + Other non-current assets + Current assets (excluding investments and current tax assets) +
Loans and advances - Loan funds (Secured loans + Unsecured loans) - Other non-current liabilities - Current
liabilities - Provisions;
(ii) Monetary Assets = Cash in hand + Balance with bank in current and deposit account (net of bank deposits
not considered as cash and cash equivalent;
(iii) Pre-tax operating profit, has been calculated on a consolidated basis, as restated, as net profit before the
aggregate of tax, exceptional items, finance costs and other income;
(iv) Net worth has been defined as the aggregate of share capital, share premium and reserves and surplus (excluding
revaluation reserves), as reduced by the aggregate of miscellaneous expenditure and debit balance of Statement of
profit and loss, if any;
(v) Monetary Assets as restated as a percentage of the net tangible assets means Monetary Assets as restated
divided by net tangible assets, as restated, expressed as a percentage.
Further, in accordance with Regulation 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the number of
prospective Allottees to whom the Equity Shares will be Allotted will be not less than 1,000 failing which the entire application
monies shall be refunded forthwith.
514
Our Company is in compliance with the conditions specified in Regulation 4(2) of the SEBI ICDR Regulations, to the extent
applicable.
DISCLAIMER CLAUSE OF SEBI
AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT
IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS
TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED
OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR
FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED
HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, KOTAK MAHINDRA CAPITAL
COMPANY LIMITED, AXIS CAPITAL LIMITED AND CREDIT SUISSE SECURITIES (INDIA) PRIVATE
LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS
ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD
OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR
THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, AND EACH SELLING SHAREHOLDER IS
SEVERALLY AND NOT JOINTLY RESPONSIBLE FOR THE CORRECTNESS FOR THE STATEMENTS AND
UNDERTAKINGS SPECIFICALLY MADE BY IT IN THE DRAFT RED HERRING PROSPECTUS IN RELATION
TO ITSELF AS A SELLING SHAREHOLDER AND THE EQUITY SHARES BEING SOLD BY IT IN THE ISSUE,
THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE
THAT THE COMPANY AND THE SELLING SHAREHOLDERS DISCHARGE THEIR RESPECTIVE
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING
LEAD MANAGERS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED JULY 19, 2017
WHICH READS AS FOLLOWS:
WE, THE BOOK RUNNING LEAD MANAGERS TO THE ABOVE MENTIONED FORTHCOMING ISSUE, STATE
AND CONFIRM AS FOLLOWS:
1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION

LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC.
AND OTHER MATERIAL DOCUMENTS IN CONNECTION WITH THE FINALISATION OF THE
DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE;
2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF
THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE
CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE COMPANY CONFIRM
THAT:
(A) THE DRAFT RED HERRING PROSPECTUS FILED WITH THE SECURITIES AND EXCHANGE
BOARD OF INDIA (SEBI) IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND
PAPERS RELEVANT TO THE ISSUE;
(B) ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE
REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE
SECURITIES AND EXCHANGE BOARD OF INDIA, THE CENTRAL GOVERNMENT AND ANY
OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH;
AND
(C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR
AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION
AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN
ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, THE SECURITIES
AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE SEBI ICDR REGULATIONS)
AND OTHER APPLICABLE LEGAL REQUIREMENTS.
515
3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT
RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH
REGISTRATION IS VALID.
4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFIL

THEIR UNDERWRITING COMMITMENTS. NOTED FOR COMPLIANCE
5. WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAVE BEEN OBTAINED FOR
INCLUSION OF THEIR EQUITY SHARES AS PART OF PROMOTERS CONTRIBUTION SUBJECT TO
LOCK-IN AND THE EQUITY SHARES PROPOSED TO FORM PART OF PROMOTERS
CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED/SOLD/TRANSFERRED BY THE
PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING OF THE DRAFT RED
HERRING PROSPECTUS WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA TILL THE
DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING
PROSPECTUS .COMPLIED WITH
6. WE CERTIFY THAT REGULATION 33 OF THE SEBI ICDR REGULATIONS, WHICH RELATES TO

EQUITY SHARES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN
DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID
REGULATION HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS. COMPLIED WITH
AND NOTED FOR COMPLIANCE
7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSES (C) AND (D) OF
SUB-REGULATION (2) OF REGULATION 8 OF THE SEBI ICDR REGULATIONS SHALL BE
COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
PROMOTERS CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING
OF THE OFFER. WE UNDERTAKE THAT AUDITORS CERTIFICATE TO THIS EFFECT SHALL BE
DULY SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE
TO ENSURE THAT PROMOTERS CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT
WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE COMPANY ALONG
WITH THE PROCEEDS OF THE PUBLIC ISSUE. NOT APPLICABLE
8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE FUNDS
ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE MAIN OBJECTS LISTED IN THE
OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE
COMPANY AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE
VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION. COMPLIED
WITH
9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
MONIES RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS
PER THE PROVISIONS OF SUB SECTION (3) OF SECTION 40 OF THE COMPANIES ACT, 2013 AND
THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS
OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE PROSPECTUS. WE
FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE
ISSUE AND THE COMPANY AND THE SELLING SHAREHOLDERS SPECIFICALLY CONTAINS THIS
CONDITION. NOTED FOR COMPLIANCE. ALL MONIES RECEIVED OUT OF THE ISSUE SHALL BE
CREDITED/TRANSFERRED TO A SEPARATE BANK ACCOUNT AS REFERRED TO IN SUB-SECTION
(3) OF SECTION 40 OF THE COMPANIES ACT, 2013.
10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS
THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR
PHYSICAL MODE. NOT APPLICABLE. UNDER SECTION 29 OF THE COMPANIES ACT, 2013, EQUITY
SHARES IN THE ISSUE WILL BE ISSUED IN DEMATERIALISED FORM ONLY.
11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SEBI ICDR
REGULATIONS HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE
FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION.
12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED
HERRING PROSPECTUS:
(A) AN UNDERTAKING FROM THE COMPANY THAT AT ANY GIVEN TIME, THERE SHALL BE
ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY; AND
516
(B) AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH SUCH
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY SEBI FROM TIME TO TIME.
13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN

TERMS OF THE SEBI ICDR REGULATIONS WHILE MAKING THE ISSUE. NOTED FOR
COMPLIANCE
14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN
EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OF THE
COMPANY, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS,
PROMOTERS EXPERIENCE, ETC. COMPLIED WITH
15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE

APPLICABLE PROVISIONS OF THE SEBI ICDR REGULATIONS, CONTAINING DETAILS SUCH AS
THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE
DRAFT RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH
AND OUR COMMENTS, IF ANY. COMPLIED WITH
16. WE ENCLOSE STATEMENT ON PRICE INFORMATION OF PAST ISSUES HANDLED BY MERCHANT

BANKERS (WHO ARE RESPONSIBLE FOR PRICING THE ISSUE), AS PER FORMAT SPECIFIED BY
THE SECURITIES AND EXCHANGE BOARD OF INDIA THROUGH CIRCULAR. COMPLIED WITH
17. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN FROM
LEGITIMATE BUSINESS TRANSACTIONS. COMPLIED WITH TO THE EXTENT OF THE RELATED
PARTY TRANSACTIONS OF THE COMPANY REPORTED AS PER THE IND AS 24 IN THE FINANCIAL
STATEMENTS OF THE COMPANY AND INCLUDED IN THE DRAFT RED HERRING PROSPECTUS
18. WE CERTIFY THAT THE ENTITY IS ELIGIBLE UNDER 106Y (1) (A) OR (B) (AS THE CASE MAY BE)
TO LIST ON THE INSTITUTIONAL TRADING PLATFORM, UNDER CHAPTER XC OF THE SEBI ICDR
REGULATIONS (IF APPLICABLE). NOT APPLICABLE
The filing of this Red Herring Prospectus does not, however, absolve our Company and any person who has authorised the
issue of this Red Herring Prospectus from any liabilities under Section 34 or Section 36 of Companies Act, 2013, or from the
requirement of obtaining such statutory and/or other clearances as may be required for the purpose of the Issue. SEBI further
reserves the right to take up at any point of time, with the BRLMs, any irregularities or lapses in the Draft Red Herring
Prospectus or this Red Herring Prospectus.
The filing of this Red Herring Prospectus does not absolve the Promoter Selling Shareholder from any liabilities to the extent
of the statements specifically made by them in respect of themselves and the Equity Shares offered by the Promoter Selling
Shareholder, as part of the offer for sale, under Section 34 or Section 36 of the Companies Act, 2013. The filing of this Red
Herring Prospectus does not absolve the Investor Selling Shareholder from any liabilities to the extent of the statements specifically
made by it in relation to itself as a selling shareholder and the V-Sciences Offered Shares, as part of the Offer for Sale, under Section
34 or Section 36 of the Companies Act, 2013.
All legal requirements pertaining to the Issue will be complied with at the time of filing of this Red Herring Prospectus with
the RoC in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to the Issue will be complied
with at the time of registration of the Prospectus with the RoC in terms of Sections 26, 30 and 32 of the Companies Act, 2013.
Caution - Disclaimer from our Company, the Selling Shareholders, our Directors and the BRLMs
Our Company, the Promoter Selling Shareholder, our Directors and the BRLMs accept no responsibility for statements made
otherwise than in this Red Herring Prospectus or in the advertisements or any other material issued by or at our Companys
instance and anyone placing reliance on any other source of information, including our Companys website
www.godrejagrovet.com or the respective websites of our Subsidiaries or our Group Companies would be doing so at his or
her own risk. It is clarified that the Investor Selling Shareholder is providing information in this Red Herring Prospectus only
in in relation to itself as a selling shareholder and the V-Sciences Offered Shares, and the Investor Selling Shareholder and its
directors, affiliates, associates and officers accept and/or undertake no responsibility or liability for any other statement or
information contained in this Red Herring Prospectus.
The BRLMs accept no responsibility, save to the limited extent as provided in the Issue Agreement and the Underwriting
Agreement.
All information shall be made available by our Company, the Selling Shareholders and the BRLMs to the public and investors
at large and no selective or additional information would be made available by our Company or the BRLMs for a section of the
investors in any manner whatsoever, including at road show presentations, in research or sales reports, at bidding centres or
elsewhere.
517
None among our Company, the Selling Shareholders or any member of the Syndicate shall be liable for any failure in uploading
the Bids due to faults in any software/hardware system or otherwise.
Investors who Bid in the Issue will be required to confirm and will be deemed to have represented to our Company, each of the
Selling Shareholders, the Underwriters and their respective directors, officers, agents, affiliates, and representatives that they
are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not
issue, sell, pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares. Our Company, each of the Selling Shareholders, Underwriters and their
respective directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor
on whether such investor is eligible to acquire the Equity Shares.
The BRLMs and their associates may engage in transactions with and perform services for our Company, the Selling
Shareholders and its group companies, affiliates or associates or third parties in the ordinary course of business and have
engaged, or may in the future engage in commercial banking and investment banking transactions with our Company, the
Selling Shareholders and their respective group companies, affiliates or associates or third parties for which they have received
and may in the future receive customary compensation.
Disclaimer in respect of Jurisdiction
This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are competent
to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies registered under the
applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered with the SEBI, Indian financial
institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable
trust law and who are authorised under their constitution to hold and invest in equity shares, permitted insurance companies
and pension funds, insurance funds set up and managed by the army and navy and insurance funds set up and managed by the
Department of Posts, India), other QIBs permitted under applicable law and Eligible NRIs and FPIs. This Red Herring
Prospectus does not, however, constitute an invitation to subscribe to or purchase Equity Shares offered hereby in any
jurisdiction other than India to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person
in whose possession this Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any such
restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only.
No action has been, or will be taken to permit a public offering in any jurisdiction where action would be required for that
purpose, except that the Draft Red Herring Prospectus had been filed with the SEBI for its observations. Accordingly, the Equity
Shares represented thereby may not be offered or sold, directly or indirectly, and this Red Herring Prospectus may not be
distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the
delivery of this Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of our Company, our Group Companies or the Selling Shareholders since the date hereof or
that the information contained herein is correct as of any time subsequent to this date.
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act, 1933 (U.S.
Securities Act) or any state securities laws in the United States, and unless so registered may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Accordingly, such Equity Shares are being offered and sold (i) outside of
the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of
the jurisdiction where those offers and sales occur; and (ii) to qualified institutional buyers (as defined in Rule 144A under
the U.S. Securities Act), pursuant to the private placement exemption set out in Section 4(a) of the U.S. Securities Act.
Disclaimer Clause of BSE
BSE Limited (the Exchange) has given vide its letter dated July 28, 2017 permission to this Company to use the Exchanges
name in this offer document as one of the stock exchanges on which this companys securities are proposed to be listed. The
Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid
permission to this Company. The Exchange does not in any manner:
a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
b) warrant that this Companys securities will be listed or will continue to be listed on the Exchange; or
c) take any responsibility for the financial or other soundness of this Company, its promoters, its management or any
scheme or project of this Company;
and it should not for any reason be deemed or construed that this offer document has been cleared or approved by the Exchange.
Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
518
may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything
stated or omitted to be stated herein or for any other reason whatsoever.
Disclaimer Clause of NSE
As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/14110 dated July 27, 2017 permission to the Issuer to use
the Exchanges name in this Offer Document as one of the stock exchanges on which this Issuers securities are proposed to be
listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE
should not in any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it
warrant that this Issuers securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility
for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of
anything stated or omitted to be stated herein or any other reason whatsoever.
Filing
A copy of the Draft Red Herring Prospectus has been filed with SEBI at Corporate Finance Department, Plot No. C4-A, G
Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, India.
A copy of this Red Herring Prospectus, along with the documents required to be filed under Section 32 of the Companies Act,
2013 have been delivered for registration to the RoC and a copy of the Prospectus to be filed under Section 26 of the Companies
Act, 2013 would be delivered for registration with RoC at the Office of the Registrar of Companies at 100, Everest, Marine
Drive, Mumbai - 400 002.
Listing
Applications have been made to the Stock Exchanges for permission to deal in and for an official quotation of the Equity Shares.
NSE will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the Stock Exchanges
mentioned above, our Company will forthwith repay, without interest, all monies received from the applicants in pursuance of
this Red Herring Prospectus. If such money is not repaid within the prescribed time, then our Company, and every officer in
default shall be liable to repay the money, with interest, as prescribed under applicable law.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading
at all the Stock Exchanges mentioned above are taken within six Working Days from the Bid/Issue Closing Date.
If our Company does not Allot Equity Shares pursuant to the Issue within six Working Days from the Bid/Issue Closing Date
or within such timeline as prescribed by SEBI, it shall repay, without interest, all monies received from the Bidders, failing
which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period.
519
Price information of past issues handled by the BRLMs
A. Kotak
1. Price information of past issues handled by Kotak:
Table 1: Price information of past issues handled

Sr. Issue Name Issue Issue ListingOpening +/- % change in +/- % change in +/- % change in
No. Size ( Price () Date Price on closing price, [+/- % closing price, [+/- % closing price, [+/- %
Cr.) Listing change in closing change in closing change in closing
Date (Rs.) benchmark]- 30th benchmark]- 90th benchmark]- 180th
calendar days from calendar days from calendar days from
listing listing listing
1. Security and Intelligence 779.58 815 10-Aug-17 879.80 -3.29%[+ 1.17%] - -
Services (India) Limited
2. CL Educate Limited 238.95 502 31-Mar-17 402.00 -8.98%[+ 1.42%] -15.36%[+3.46%] -
3. Avenue Supermarts 1,870.00 299 21-Mar-17 600.00 +145.08%[- 0.33%] +167.59%[+4.97%] 263.80%[+11.31%]
Limited
4. Laurus Labs Limited(1) 1,330.50 428 19-Dec-16 489.90 +11.44%[+3.62%] +23.97%[+13.03%] +41.43%[+18.31%]
5. Varun Beverages Limited 1,112.50 445 8-Nov-16 430.00 -7.72%[-5.17%] -11.49%[+2.31%] +8.89%[+8.68%]
6. PNB Housing Finance 3,000.00 775 7-Nov-16 860.00 +11.70%[-4.16%] +21.28%[+2.87%] +70.50%[+9.28%]
Limited(2)
7. L&T Technology 894.40 860 23-Sep-16 920.00 -0.85%[-1.57%] -8.54%[-8.72%] -9.55%[+3.28%]
Services Limited
8. RBL Bank Limited 1,212.97 225 31-Aug-16 274.20 +27.07%[-2.22%] +56.98%[-7.50%] +103.07%[+1.74%]
9. Larsen & Toubro Infotech 1,236.38 710 21-Jul-16 667.00 -6.39%[+1.84%] -12.44%[+1.97%] -4.21%[-1.14%]
Limited(3)
10. Mahanagar Gas Limited(4) 1,038.88 421 1-Jul-16 540.00 +20.86%[+3.72%] +57.15%[+5.00%] +83.71%[-3.55%]
11. Parag Milk Foods 750.54 215 19-May-16 217.50 +17.07%[+4.97%] +48.67%[+11.04%] +38.93%[+6.59%]
Limited(5)
12. Ujjivan Financial 882.50 210 10-May-16 231.90 +72.38%[+4.88%] +120.90%[+10.08%] +98.31%[+6.92%]
Services Limited
13. Healthcare Global 649.64 218 30-Mar-16 210.20 -15.32%[+1.45%] -19.98%[+4.65%] -1.31%[+14.17%]
Enterprises Limited
14. Dr. Lal PathLabs 631.91 550 23-Dec-15 720.00 +32.54%[-7.49%] +66.95% [-2.06%] +63.13% [+3.87%]
Limited(6)
15. S H Kelkar and Company 508.17 180 16-Nov-15 223.70 +21.69%[-1.35%] +20.78%[-10.58%] +24.97% [+0.11%]
Limited
16. Interglobe Aviation 3,008.50 765 10-Nov-15 855.80 +32.39%[-2.20%] +9.41%[-3.78%] +40.59% [-0.64%]
Limited(7)
17. Coffee Day Enterprises 1,150.00 328 2-Nov-15 317.00 -21.42%[-1.19%] -19.73%[-6.05%] -20.98% [-2.50%]
Limited
18. Sadbhav Infrastructure 491.66 103 16-Sep-15 111.00 -2.28% [+3.55%] -5.63%[-3.15%] -12.67% [-4.92%]
Project Limited
19. Power Mech Projects 273.22 640 26-Aug-15 600.00 -9.36% [+0.98%] -4.63%[+0.74%] -10.65% [-7.15%]
Limited
20. Manpasand Beverages 400.00 320 9-Jul-15 300.00 +23.20% [+2.83%] +36.53% [-2.11%] +58.34% [-6.45%]
Limited
21. Adlabs Entertainment 374.59 180 6-Apr-15 162.20 -18.36% [-3.87%] -12.08% [-2.02%] -38.39% [-8.19%]
Limited(8)
Source: www.nseindia.com
Notes:
1. In Laurus Labs Limited, the issue price to employees was 388 per equity share after a discount of 40 per equity
share. The Anchor Investor Issue price was 428 per equity share.
2. In PNB Housing Finance Limited, the issue price to employees was 700 per equity share after a discount of 75 per
equity share. The Anchor Investor Issue price was 775 per equity share.
3. In Larsen & Toubro Infotech Limited , the issue price to retail individual investor was 700 per equity share after a
discount of 10 per equity share. The Anchor Investor Issue price was 710 per equity share.
4. In Mahanagar Gas Limited, the issue price to employees was 383 per equity share after a discount of 38 per equity
share. The Anchor Investor Issue price was 421 per equity share.
5. In Parag Milk Foods Limited , the issue price to retail individual investor and employees was 203 per equity share
after a discount of 12 per equity share. The Anchor Investor Issue price was 227 per equity share.
6. In Dr. Lal PathLabs Limited, the issue price to retail individual investor was 535 per equity share after a discount of
15 per equity share. The Anchor Investor Issue price was 550 per equity share.
7. In Interglobe Aviation Limited, the issue price to employees was 688.50 per equity share after a discount of 76.5 per
equity share. The Anchor Investor Issue price was 765 per equity share.
8. In Adlabs Entertainment Limited, the issue price to retail individual investor was 168 per equity share after a discount
of 12 per equity share. The Anchor Investor Issue price was 221 per equity share.
9. In the event any day falls on a holiday, the price/index of the immediately preceding working day has been considered.
10. Nifty is considered as the benchmark index.
520
Table 2: Summary statement of disclosure
Financial Total Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
Year no. of amount of discount - 30th calendar premium - 30th discount - 180th premium - 180th
IPOs funds days from listing calendar days from calendar days from calendar days from
raised (Rs. listing listing listing
Cr.)
Over Between Less Over Between Less Over Between Less Over Between Less
50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than
25% 25% 25% 25%
2017- 1 779.58 - - 1 - - - - - - - - -
2018
2016- 11 13,567.63 - - 4 2 1 4 - - 2 5 2 1
2017
2015- 9 7,487.69 - - 5 - 2 2 - 1 4 2 1 1
2016
B. Axis Capital
1. Price information of past issues(during current financial year and two financial years preceding the current financial
year) handled by Axis Capital
Sr. Issue name Issue size Issue Listing Opening price +/- % change in +/- % change +/- % change
No. ( millions) price() date on listing date closing price, in closing in closing
(in ) [+/- % change price, [+/- % price, [+/- %
in closing change in change in
benchmark]- closing closing
30th calendar benchmark]- benchmark]-
days from 90th calendar 180th calendar
listing days from days from
listing listing
Matrimony.Com
1 4,974.79 9852 21-Sep-2017 985.00 - - -
Limited
Security and
Intelligence
2 7,795.80 815 10-Aug-17 879.80 -3.29%,[+1.17%] - -
Services (India)
Limited
Central
Depository
3 5,239.91 149 30-Jun-17 250.00 +127.92%,[+5.84%] - -
Services (India)
Limited
Eris Lifesciences
4 17,404.86 6031 29-Jun-17 611.00 +0.87%,[+5.37%] - -
Limited
Tejas Networks
5 7,766.88 257 27-Jun-17 257.00 +28.04%,[+5.35%] - -
Limited
S Chand And
6 Company 7,286 670.00 09-May-17 700.00 -17.37%,[+3.59%] -8.89%,[+4.07%] -
Limited
Avenue
+145.08%, [- +166.35%,[+5.88 +264.38%,[+11.31
7 Supermarts 18,700 299 21-Mar-17 600.00
0.20%] %] %]
Limited
+24.41%,[+6.53%
8 BSE Limited 12,434.32 806 03-Feb-17 1085.00 +17.52%,[+2.55%] +34.43%,[+15.72%]
]
Varun Beverages
9 11,250.00 445 08-Nov-16 430.00 -7.72%,[-5.17%] -9.36%,[+3.01%] +10.60%,[+9.02%]
Limited
Endurance
+ 23.78%,[-
10 Technologies 11,617.35 472 19-Oct-16 572.00 +16.06%,[-6.69%] +73.98%,[+5.55%]
2.84%]
Limited
Source: www.nseindia.com
1
Price for eligible employees was ` 543.00 per equity share
2
Offer Price was ` 887.00 per equity share to Retail Individual Bidders and Eligible Employees
521
Notes:
a. The CNX NIFTY is considered as the Benchmark Index.

b. Price on NSE is considered for all of the above calculations.
c. In case 30th/90th/180th day is not a trading day, closing price on NSE of the next trading day has been considered.
d. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for
same is not available.
2. Summary statement of price information of past issues(during current financial year and two financial years preceding
the current financial year) handled by Axis Capital:
Financial Total Total Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
Year no. of funds discount on as on 30th premium on as on 30th discount as on 180th premium as on 180th
IPOs Raised (in calendar days from calendar days from calendar days from calendar days from
million) listing date listing date listing date listing date
50% 25%- than 50% 25%- than 50% 25%- than 50% 25%- than
50% 25% 50% 25% 50% 25% 50% 25%
2017-2018* 6 50,468.24 - - 2 1 1 1 - - - - - -
2016-2017 10 1,11,377.80 - - 1 4 2 3 - - - 7 1 2
2015-2016 8 60,375.66 0 0 3 0 4 1 0 0 3 1 2 2
* The information is as on the date of the document

The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
Website for track record - http://www.axiscapital.co.in
C. Credit Suisse
1. Price information of past issues(during current financial year and two financial years preceding the current financial
year) handled by Credit Suisse
Sr. Issue Issue Issue Listing Opening +/- % change in +/- % change in +/- % change in
No. name size price date price on closing price, [+/- closing price, [+/- closing price, [+/-
( in (in ) listing % change in % change in % change in
million) date closing closing closing
(in ) benchmark]- 30th benchmark]- 90th benchmark]-
calendar days calendar days 180th calendar
from listing from listing days from listing
1 Syngene 5,500.00 250.00 August 295.00 36.00%, [-7.61%] 44.90%, [-6.47%] 57.20%, [-12.70%]
International 11, 2015
Limited
2 TeamLease 4,236.77 850.00 February 860.00 15.34%, [7.99%] 5.38%, [12.43%] 35.35%, [24.31%]
Services 12, 2016
Limited
3 S Chand and
May 09,
Company 7,285.57 670.00 707.00 -17.37%, [3.72%] -26.25%, [7.95%] NA
2017
Limited
4 IRB InvIT May 18,
50,328.84 102.00 103.25 -2.80%, [1.68%] -5.68%, [4.96%] NA
Fund 2017
5 Eris
June 29,
Lifesciences 17,411.63 603.00 611.00 0.87%, [5.37%] NA NA
2017
Limited
Source: www.nseindia.com for the price information and prospectus for issue details
Notes:
a) 30th , 90th , 180th calendar days from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever
30th , 90th, 180th calendar day is a holiday, in which case we have considered the closing data of the next trading date
b)Price information and benchmark index values have been shown only for the designated stock exchange in the above table
c) NSE is the designated stock exchange for the issue listed in the above table. NIFTY has been used as the benchmark index
d) Since the listing date of S Chand and Company Limited. was May 9, 2017, information relating to closing prices and benchmark
index as on 180th calendar day from listing date is not available
e) Since the listing date of IRB InvIT Fund Limited. was May18, 2017, information relating to closing prices and benchmark index
as on 180th calendar day from listing date is not available
f) Since the listing date of Eris Lifesciences Limited was June 29, 2017, information relating to closing prices and benchmark index
as on 90th/180th calendar day from listing date is not available
2. Summary statement of price information of past issues(during current financial year and two financial years preceding
the current financial year) handled by Credit Suisse:
522
Financial Total Total Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
Year no. of funds discount on as on 30th premium on as on 30th discount as on 180th premium as on 180th
IPOs Raised (in calendar days from calendar days from calendar days from calendar days from
million) listing date listing date listing date listing date
50% 25%- than 50% 25%- than 50% 25%- than 50% 25%- than
50% 25% 50% 25% 50% 25% 50% 25%
2015- 2 9,736.80 - - - - 1 1 - - - 1 1 -
2016
2016- - - - - - - - - - - - - - -
2017
2017- 3 75,026.04 - - 2 - - 1 - - - - - -
2018
a) Since the listing date of S Chand and Company Limited. was May 9, 2017, information relating to closing prices and benchmark
b) Since the listing date of IRB InvIT Fund Limited. was May18, 2017, information relating to closing prices and benchmark
c) Since the listing date of Eris Lifesciences Limited. was June29, 2017, information relating to closing prices and benchmark
For details regarding the track record of the BRLMs, as specified in Circular reference CIR/MIRSD/1/2012 dated January 10,
2012 issued by the SEBI, see the websites of the BRLMs, as set forth in the table below:
Name of the BRLMs Website

Kotak www.investmentbank.kotak.com
Axis Capital www.axiscapital.co.in
Credit Suisse www.credit-suisse.com/in/IPO/
Consents
Consents in writing of our Directors, our Company Secretary and Compliance Officer, our Chief Financial Officer, legal counsel
to our Company as to Indian law, legal counsel to the BRLMs as to Indian law and international legal counsel to the BRLMs,
legal counsel to V-Sciences to Indian law, Bankers/lenders to our Company, the BRLMs, the Syndicate Member, the Escrow
Collection Banks, the Refund Bank and the Registrar to the Issue to act in their respective capacities, have been obtained and
filed along with a copy of this Red Herring Prospectus with the RoC as required under the Companies Act, 2013 and such
consents have not been withdrawn up to the time of delivery of this Red Herring Prospectus for registration with the RoC.
Experts
Except as stated herein, our Company has not obtained any expert opinions:
Our Company has received written consent from the Statutory Auditors, namely, B S R & Co. LLP, Chartered Accountants to
include its name as an expert under Section 26 of the Companies Act in this Red Herring Prospectus in relation to the reports
of the Statutory Auditors dated September 11, 2017 on the standalone Restated Financial Information and consolidated Restated
Financial Information of our Company, and the statement of tax benefits dated September 12, 2017 included in this Red Herring
Prospectus and such consent has not been withdrawn up to the time of delivery of this Red Herring Prospectus. A written
consent under the provisions of the Companies Act is different from a consent filed with the U.S. Securities and Exchange
Commission under Section 7 of the Securities Act which is applicable only to transactions involving securities registered under
the Securities Act. As the Equity Shares are proposed to be offered as a part of an initial public offering in India and the Equity
Shares have not been and will not be registered under the Securities Act, the Statutory Auditors have not given consent under
Section 7 of the Securities Act. In this regard, the Statutory Auditors have given consent to be referred to as experts in this
Red Herring Prospectus in accordance with the requirements of the Companies Act. The term experts as used in this Red
Herring Prospectus is different from those defined under the Securities Act which is applicable only to transactions involving
securities registered under the Securities Act. The reference to the Statutory Auditors as experts in this Red Herring
Prospectus is not made in the context of the Securities Act but solely in the context of this initial public offering in India.
Our Company has also received a written consent to be named as expert from the following industry consultants and such
(i) Dr. P. Rethinam dated May 8, 2017 in relation to Oil Palm A Critical Study of its Role in Contributing the Vegetable
Oil Economy in India;
(ii) LightCastle Partners dated June 21, 2017 in relation to the industry report - Market Mapping and Growth Prospects of
Poultry, Cattle and Fish Feed Industry in Bangladesh;
(iii) A.C. Nielson dated July 18, 2017 in relation to Sizing of the Processed Poultry Market in India and Estimating the
Share of Godrej Agrovets Offering, published in July 2017; and
523
(iv) IMARC Services Private Limited dated June 6, 2017 in relation to the Indian Dairy Market Report, 2017, Edition May
2017.
Our Company has also received a written consent to be named as expert from the following chartered engineers and such
(i) Astral Associates dated September 7, 2017;
(ii) Sundar Associates dated September 9, 2017;
(iii) Keni & DSouza dated September 9, 2017;
(iv) Engr. Mohammad Anisur Rahman dated September 7, 2017;
(v) Tijare Engineers & Consultants Private Limited dated September 8, 2017;
(vi) Joshi & Associates dated September 11, 2017;
(vii) Mukesh M. Purdhani dated September 11, 2017; and
(viii) Er. Y. Ravindra Babu dated August 31, 2017.
Issue Expenses
The expenses of the Issue include, among others, underwriting and management fees, brokerage and selling commission,
printing and distribution expenses, legal fees, statutory advertisement expenses, advertising and marketing expenses, registrar
and depository fees. For further details of Issue expenses, see Objects of the Issue beginning on page 92.
Except for listing fees which shall be solely borne by our Company, all Issue expenses will be shared, upon successful completion of
the Issue, between our Company and the Selling Shareholders on a pro-rata basis, in proportion to the Equity Shares issued and allotted
by our Company in the Fresh Issue and the Equity Shares sold by the Selling Shareholders in the Offer for Sale.
Fees Payable to the Syndicate
The total fees payable to the Syndicate (including underwriting commission and selling commission and reimbursement of their
out-of-pocket expense) will be as per the appointment letter with the BRLMs and the Syndicate Agreement. For further details
of Issue expenses, see Objects of the Issue beginning on page 92.
Commission payable to SCSBs, Registered Brokers, RTAs and CDPs
For details of the commission payable to SCSBs, Registered Brokers, RTAs and CDPs, see Objects of the Issue beginning
on 92.
Fees Payable to the Registrar to the Issue
The fees payable to the Registrar to the Issue for processing of applications, data entry, printing of Allotment
Advice/CAN/refund order, preparation of refund data on magnetic tape and printing of bulk mailing register will be per the
agreement dated July 18, 2017 entered into, between our Company, the Selling Shareholders and the Registrar to the Issue, a
copy of which will be available for inspection at the Registered Office.
The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp duty
and communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable it to send refund orders
or Allotment advice by registered post/speed post/under certificate of posting.
Particulars regarding public or rights issues by our Company during the last five years
Except as disclosed in the Capital Structure beginning on page 74. our Company has not made any public or rights issues
during the five years preceding the date of this Red Herring Prospectus.
Previous issues of Equity Shares otherwise than for cash
Except as disclosed in the Capital Structure beginning on page 74, our Company has not issued any Equity Shares for
consideration otherwise than for cash.
Commission and Brokerage paid on previous issues of the Equity Shares
524
Since this is the initial public issue of Equity Shares, no sum has been paid or has been payable as commission or brokerage for
subscribing to or procuring or agreeing to procure subscription for the Equity Shares since our Companys inception.
Performance vis--vis objects Public/rights issue of our Company and/or listed Group Companies, Subsidiaries and
Associate Company
Except as disclosed in the Capital Structure beginning on page 74, our Company has not undertaken any previous public or
rights issue. There has been no shortfall in terms of performance vis-a-vis objects for any of the previous issues of our Company.
Previous capital issue during the previous three years by listed Group Companies, Subsidiary Company
Except as disclosed below, none of our Group Companies or Subsidiaries has undertaken a capital issue in the last three years
preceding the date of this Red Herring Prospectus.
Except as disclosed below, none of our Group Companies or Subsidiaries has undertaken any public or rights issue in the last
ten years preceding the date of the Draft Red Herring Prospectus.
Group Companies
1. Godrej Consumer
Godrej Consumer was incorporated as a public company in November 2000 to acquire and take over the consumer
products business of GSL. Pursuant to a scheme of arrangement, the consumer products business of GSL was
demerged into Godrej Consumer with effect from April 2001 and the name of GSL was changed to GIL. As per the
terms of the scheme, shareholders of GSL were issued and allotted one equity share of face value of 4 in Godrej
Consumer and one equity share of face value of 6 in GIL for every equity share of face value of 10 held in GSL.
Further as per the terms of the scheme the shares so issued and allotted in Godrej Consumer were also listed on the
stock exchanges in which GSL was listed.
Godrej Consumer offered subscription, by way of rights issue, 32,263,440 equity shares of 1 each at an issue price
of 123 per equity share aggregating to 3,968.40 million. The issue opened on March 31, 2008 and closed on April
30, 2008. The proceeds of the issue were used for (i) funding of capital expenditure, (ii) investment in their joint
venture, Godrej SCA Hygiene Limited, (iii) prepayment / repayment of certain debt, (iv) investment in their subsidiary,
Godrej Netherlands B.V., and (v) finance the acquisition of Kinky Group (Proprietary) Limited.
Pursuant to the shareholders approval obtained in 2009, the objects for which the money was raised through the rights
issue, was deployed for revised objects as mentioned in the annual general meeting notice of 2009.
2. Godrej Properties
Godrej Properties, a listed group company of our Company offered for subscription, by way of initial public offer,
9,429,750 equity shares of 10 each at an issue price of 511.95 per equity share aggregating to 4,688.47 million.
The issue opened on December 9, 2009 and closed on December 11, 2009. The proceeds of the issue were used for (i)
acquisition of land development rights for their forthcoming projects; (ii) construction of their forthcoming project;
and (iii) repayment of loans. There were no deviations from the objects on which the issue proceeds were utilised.
Godrej Properties offered subscription, by way of rights issue, 21,538,388 equity shares of 10 each at an issue price
of 325 at a premium of 315 per equity share aggregating to 6,999.98 million. The issue opened on August 28,
2013 and closed on September 11, 2013. The proceeds of the issue were used for (i) repayment/ pre-payment, in full
or part, of certain loans availed by Godrej Properties and certain subsidiaries; and (ii) general corporate purposes.
There were no deviations from the objects on which the issue proceeds were utilised.
Subsidiaries
Astec LifeSciences
Astec LifeSciences, a listed subsidiary of our Company offered for subscription, by way of initial public offer, 7,500,000 equity
shares of 10 each at an issue price of 82 per equity share aggregating to 615 million. The issue opened on October 29, 2009
and closed on November 4, 2009. The proceeds of the issue were used for expansion of (i) existing manufacturing facilities at
Mahad, Maharashtra; and (ii) existing research and development facility at Dombivli, Maharashtra. The issue proceeds were
also used to meet (i) product registration expenses, (ii) long term working capital requirements, (iii) general corporate purposes,
and (iv) issue expenses. There were no deviations from the objects on which the issue proceeds were utilised.
Outstanding Debentures or Bonds
525
Except as disclosed in Financial Indebtedness on page 480, our Company does not have any outstanding debentures or bonds
as of the date of filing this Red Herring Prospectus.
Outstanding Preference Shares or convertible instruments issued by our Company
Our Company does not have any outstanding Preference Shares or other convertible instruments, as on date of this Red Herring
Prospectus.
Partly Paid-up Shares
Our Company does not have any partly paid-up Equity Shares as on the date of this Red Herring Prospectus.
Stock Market Data of Equity Shares
This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange.
Redressal of Investor Grievances
The Registrar Agreement provides for retention of records with the Registrar to the Issue for a period of at least three years
from the last date of despatch of the letters of allotment and demat credit to enable the investors to approach the Registrar to
the Issue for redressal of their grievances.
All grievances may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary to whom the
Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or first Bidder, Bid cum
Application Form number, Bidder DP ID, Client ID, PAN, date of the submission of Bid cum Application Form, address of the
Bidder, number of the Equity Shares applied for and the name and address of the Designated Intermediary where the Bid cum
Application Form was submitted by the Bidder.
The Promoter Selling Shareholder will assist our Company in redressal of investor grievances, if any, in relation to the transfer
of Equity Shares offered by it in the Issue (including providing all necessary documents and information sought from the
Promoter Selling Shareholder by our Company and the BRLMs and facilitating any due diligence process that may be required
to be undertaken in this regard). The Investor Selling Shareholder has authorised the Company to deal with, on behalf of the
Investor Selling Shareholder, any investor grievance in relation to the transfer of the V-Sciences Offered Shares and any
statements specifically confirmed or undertaken by it as a selling shareholder.
Further, the investor shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated
Intermediary in addition to the information mentioned hereinabove.
Our Company estimates that the average time required by our Company or the Registrar to the Issue or the Designated
Intermediary, for the redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the complaint.
In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these
complaints as expeditiously as possible.
Our Company has appointed a Stakeholders Relationship Committee comprising (i) Nadir B. Godrej, Chairman and Non
Executive Director (Chairman); (ii) Balram S. Yadav, Managing Director member and (iii) Amit B. Choudhury, Non Executive
Director member. For details, see Our Management beginning on page 158.
Our Company has also appointed Vivek Raizada, Company Secretary of our Company as the Compliance Officer for the Issue
and may be contacted in case of any pre-Issue or post- Issue related problems at the following address:
Vivek Raizada
Godrej One,
3rd Floor, Pirojshanagar,
Mumbai 400 079
Tel: (91 22) 2519 4416
Fax: (91 22) 2519 5124
Email: gavlinvestors@godrejagrovet.com
Investor grievance mechanism and investor complaints for the listed companies (whose equity shares are listed on stock
exchanges) under the same management within the meaning of section 370 (1B) of the Companies Act, 1956
Except for Godrej Industries Limited, Godrej Consumer Products Limited, Godrej Properties Limited and Astec LifeSciences
Limited, there are no listed companies under the same management within the meaning of section 370 (1B) of the Companies
Act, 1956. These companies have arrangements and mechanisms in place for redressal of investor grievance. The number of
526
investor complaints received during the three years preceding this Red Herring Prospectus (being three financial years and
information as on June 30, 2017) and the number of complaints disposed off during that period are set out below. None of the
investor complaints are pending for the companies mentioned below as on June 30, 2017 and the time taken to dispose the
respective complaints by the companies mentioned is approximately 10 Working Days from the date of receipt of the complaint.
Godrej Industries Limited
Period Complaints received Complaints disposed off

After March 31, 2017* 7 7
Financial Year 2016-17 95 95
Total 217 217
Godrej Consumer Products Limited

After March 31, 2017* 35 35
Total 386 388
Godrej Properties Limited

Total 53 53
Astec Lifesciences Limited

Total 18 18
*As on June 30, 2017
Changes in Auditors
Except as described below, there has been no change in the Auditors during the last three years.
Name of Auditors Date of Date of Resignation Reason for change

appointment
B S R & Co. LLP, Chartered Accountants August 4, 2017 Not applicable New appointment
Kalyaniwalla & Mistry LLP, Chartered August 1, 2012 August 3, 2017 Statutory rotation of
Accountants auditors
Capitalisation of Reserves or Profits
Our Company has not capitalised its reserves or profits at any time during the last five years, except as stated in Capital
Structure beginning on page 74.
Revaluation of Assets
There has been no revaluation of assets by our Company.
527
SECTION VII: ISSUE INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued and transferred pursuant to this Issue shall be subject to the provisions of the Companies Act,
the SEBI ICDR Regulations, SCRA, SCRR, the Memorandum of Association and Articles of Association, the terms of this Red
Herring Prospectus, the Prospectus, the abridged prospectus, Bid cum Application Form, the Revision Form, the CAN, the
Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advices and other
documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable,
guidelines, rules, notifications and regulations relating to the issue of capital and listing and trading of securities issued from
time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the
date of the Issue and to the extent applicable or such other conditions as may be prescribed by the SEBI, the RBI, the
Government of India, the Stock Exchanges, the RoC and/or any other authorities while granting its approval for the Issue.
For details in relation to Issue expenses, see Objects of the Issue and Other Regulatory and Statutory Disclosures beginning
on pages 92 and 513, respectively.
Ranking of the Equity Shares
The Equity Shares being issued and transferred pursuant to the Issue shall be subject to the provisions of the Companies Act,
the Memorandum of Association and Articles of Association and shall rank pari passu in all respects with the existing Equity
Shares including in respect of the rights to receive dividend. The Allottees upon Allotment of Equity Shares under the Issue
will be entitled to dividend and other corporate benefits, if any, declared by our Company after the date of Allotment in
accordance with Companies Act and Articles of Association. For further details, see Main Provisions of Articles of
Association beginning on page 576.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act, the
Memorandum of Association and Articles of Association and provisions of the SEBI Listing Regulations. For further details in
relation to dividends, see Dividend Policy and Main Provisions of the Articles of Association beginning on pages 212 and
576, respectively.
Face Value and Issue Price
The face value of each Equity Share is 10 and the Issue Price is [] per Equity Share. The Floor Price is [] and the Price
Band is [] - []. The Anchor Investor Issue Price is [] per Equity Share.
The Price Band for the Issue will be decided by our Company by seeking and ensuring alignment with the Selling Shareholders,
in consultation with the BRLMs, in the manner as agreed upon in the Issue Agreement. The minimum Bid Lot size for the Issue
will be decided by our Company in consultation with the BRLMs, and will be advertised in all editions of the English national
newspaper the Financial Express, all editions of the Hindi national newspaper Jansatta and Mumbai edition of the Marathi
newspaper Navshakti (Marathi being the regional language of Maharashtra, where our Registered Office is located), each with
wide circulation, at least five Working Days prior to the Bid/Issue Opening Date and shall be made available to the Stock
Exchanges for the purpose of uploading on their websites. The Price Band, along with the relevant financial ratios calculated
at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available at the websites of the
Stock Exchanges.
At any given point of time, there shall be only one denomination of Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of our Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders shall have the
following rights:
Right to receive dividends, if declared;
Right to attend general meetings and exercise voting rights, unless prohibited by law;
Right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies Act;
Right to receive offers for rights shares and be allotted bonus shares, if announced;
528
Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
Right of free transferability, subject to applicable laws including any RBI rules and regulations; and
Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI
Listing Regulations and the Articles of Association.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see Main Provisions of Articles of
Association beginning on page 576.
Option to Receive Securities in Dematerialised Form
Pursuant to Section 29 of the Companies Act, 2013, the Equity Shares shall be allotted only in dematerialised form. As per the
SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this context, two agreements
have been signed among our Company, the respective Depositories and the Registrar to the Issue:
Tripartite agreement dated November 17, 2016 between NSDL, our Company and Registrar to the Issue; and
Tripartite agreement dated July 28, 2016 between CDSL, our Company and Registrar to the Issue.
Market lot and Trading Lot
Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in this Issue will
be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [] Equity Shares.
Joint Holders
Where two or more persons are registered as the holders of the Equity Shares, they shall be entitled to hold the same as joint
tenants with benefits of survivorship.
Jurisdiction
Exclusive jurisdiction for the purpose of the Issue is with the competent courts/authorities in Mumbai.
Nomination facility to Bidders
In accordance with Section 72 of the Companies Act, 2013, the sole Bidder, or the first Bidder along with other joint Bidders,
may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the
Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she would be
entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a
nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her
death during the minority. A nomination shall stand rescinded upon a sale of Equity Share(s) by the person nominating. A buyer
will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed
form available on request at our Registered Office or to the registrar and transfer agents of our Company.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013, shall upon the
production of such evidence as may be required by the Board, elect either:
a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may, at any time, give notice requiring any nominee to choose either to be registered himself or herself or
to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board may thereafter withhold
payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice
have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need to make a separate
nomination with our Company. Nominations registered with respective depository participant of the Bidder would prevail. If
the investor wants to change the nomination, they are requested to inform their respective depository participant.
529
Withdrawal of the Issue
Our Company and the Selling Shareholders, severally and not jointly, in consultation with the BRLMs, reserve the right not to
proceed with the Issue after the Bid/Issue Opening Date but before the Allotment. In such an event, our Company would issue
a public notice in the newspapers in which the pre-Issue advertisements were published, within two days of the Bid/Issue
Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue. The
Registrar to the Issue shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one Working Day from
the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on which Equity
Shares are proposed to be listed.
Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the Prospectus after it is filed
with the RoC. If our Company and the Selling Shareholders withdraw the Issue after the Bid/ Issue Closing Date and thereafter
determines that it will proceed with an issue/offer for sale of the Equity Shares, our Company shall file a fresh draft red herring
prospectus with SEBI.
Bid/Issue Programme
BID/ISSUE OPENS ON October 4, 2017 (1)
BID/ISSUE CLOSES ON October 6, 2017
(1) Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors. The Anchor Investor Bid/ Issue Period
shall be one Working Day prior to the Bid/Issue Opening Date in accordance with the SEBI ICDR Regulations.
An indicative timetable in respect of the Issue is set out below:
Event Indicative Date

Finalisation of Basis of Allotment with the Designated Stock Exchange On or about October 12, 2017
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA On or about October 13, 2017
Account
Credit of Equity Shares to demat accounts of Allottees On or about October 13, 2017
Commencement of trading of the Equity Shares on the Stock Exchanges On or about October 16, 2017
The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any obligation on our
Company or the Selling Shareholders or the BRLMs.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within six Working Days of the
Bid/Issue Closing Date with such reasonable support and cooperation of the Selling Shareholder, as maybe required in
respect of their respective Equity Shares offered in the Offer for Sale, the timetable may be extended due to various
factors, such as extension of the Bid/Issue Period by our Company, revision of the Price Band or any delay in receiving
the final listing and trading approval from the Stock Exchanges. The commencement of trading of the Equity Shares
will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Issue Period (except the Bid/Issue Closing Date)

Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time
(IST)
Bid/Issue Closing Date
Submission and Revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST
On the Bid/Issue Closing Date, the Bids shall be uploaded until:
(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual
Bidders and Eligible Employees.
On the Bid/Issue Closing Date, extension of time will be granted by Stock Exchanges only for uploading Bids received by
Retail Individual Bidders and Eligible Employees after taking into account the total number of Bids received and as reported
by the BRLMs to the Stock Exchanges.
530
It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs would be rejected.
Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 3.00 p.m. IST on the Bid/Issue Closing Date.
Any time mentioned in this Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are
received on the Bid/Issue Closing Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot
be uploaded will not be considered for allocation under this Issue. Bids will be accepted only during Monday to Friday
(excluding any public holiday). None among our Company, the Selling Shareholders or any member of the Syndicate is liable
for any failure in uploading the Bids due to faults in any software/hardware system or otherwise.
Our Company by seeking and ensuring alignment with the Selling Shareholders, in consultation with the BRLMs, reserves the
right to revise the Price Band during the Bid/Issue Period, in the manner as agreed upon in the Issue Agreement. The revision
in the Price Band shall not exceed 20% on either side, i.e. the Floor Price can move up or down to the extent of 20% of the
Floor Price and the Cap Price will be revised accordingly.
In case of revision in the Price Band, the Bid/Issue Period shall be extended for at least three additional Working Days
after such revision, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in Price Band, and the
revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a
press release and also by indicating the change on the terminals of the Syndicate Member.
Minimum Subscription
If our Company does not receive (i) the minimum subscription of 90% of the Fresh Issue; and (ii) a subscription in the Net
Issue equivalent to at least 10% of the post-Issue paid up Equity Share capital of our Company, in terms of Rule 19(2)(b)(iii)
of the SCRR, including devolvement of Underwriters, if any, within 60 days from the date of Bid/Issue Closing Date, our
Company and the Selling Shareholders shall forthwith refund the entire subscription amount received, in the manner set out in
the Issue Agreement. If there is a delay beyond the prescribed time, our Company and the Selling Shareholders shall pay interest
prescribed under the Companies Act, 2013, the SEBI ICDR Regulations and applicable law, in the manner set out in the Issue
Agreement. The requirement for minimum subscription is not applicable for the Offer for Sale. In case of an under subscription
in the Issue, after meeting the minimum subscription requirement of 90% of the Fresh Issue, the balance subscription in the
Issue will be met in the following order of priority:
(i) through the issuance of the Fresh Issue; and
(ii) through the sale of, the Equity Shares being offered by the Promoter Selling Shareholder and the V-Sciences Offered
Shares, on a pro-rata basis.
Further, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted shall
not be less than 1,000 in compliance with Regulation 26(4) of the SEBI ICDR Regulations. For the avoidance of doubt, subject
to applicable laws, the Investor Selling Shareholder will not be responsible to pay interest for any delay except to the extent such delay
has been caused solely by it.
Arrangement for Disposal of Odd Lots
There are no arrangements for disposal of odd lots.
Restrictions on Transfer and Transmission of Equity Shares
Except for lock-in of the pre-Issue Equity Share capital of our Company, Promoters minimum contribution and the Anchor
Investor lock-in Equity Shares as detailed in Capital Structure beginning on page 74 and except as provided in the Articles
of Association, there are no restrictions on transfer of Equity Shares. Further, there are no restrictions on transmission of Equity
Shares and on their consolidation/ splitting, except as provided in the Articles of Association. For details, see Main Provisions
of the Articles of Association beginning on page 576.
531
ISSUE STRUCTURE
Public Issue of up to [] Equity Shares for cash at price of [] per Equity Share (including a share premium of [] per Equity
Share) aggregating to [] million comprising Fresh Issue of up to [] Equity Shares aggregating up to 2,915.12 million by
our Company and Offer for Sale of up to [] Equity Shares by Godrej Industries Limited aggregating up to 3,000 million and
up to 12,300,000 Equity Shares by V-Sciences aggregating up to [] million. Our Company has reserved [] Equity Shares
for Eligible Employees as part of the Issue. Further, our Company proposes to issue up to 405,500 Equity Shares aggregating
up to [] to identified employees under the ESPS Scheme at Issue Price in compliance with Regulation 22(4) of SEBI ESOP
Regulations. The Net Issue will constitute [] % (after considering allotment pursuant to ESPS) of the post-Issue paid-up Equity
Share capital of our Company.
Our Company has, in consultation with the BRLMs, issued and allotted 192,901 Equity Shares for cash consideration
aggregating to 84.88 million through a private placement to the identified employees of certain of our Group Companies and
Joint Ventures. The size of the Fresh Issue as disclosed in the Draft Red Herring Prospectus dated July 18, 2017, being 3,000
million, has been reduced to 2,915.12 million accordingly.
The Issue is being made through the Book Building Process.
Particulars QIBs(1) Non Institutional Retail Individual Eligible Employees

Bidders Bidders
Number of Equity Not more than [] Equity Not less than [] Equity Not less than [] Equity Up to [] Equity Shares
Shares available for Shares Shares available for Shares available for aggregating to 200
Allotment/allocation allocation or offer less allocation or offer less million
*(2) allocation to QIB allocation to QIB
Bidders and Retail Bidders and Non-
Individual Bidders Institutional Bidders
Percentage of Issue Not more than 50% of the Not less than 15% of Not less than 35% of Approximately []% of
Size available for Issue size shall be the Issue the Issue the Issue size
Allotment/allocation available for allocation to
QIBs.
However, up to 5 % of the
QIB Portion net of the
Anchor Investor Portion
(Net QIB Portion) will
be available for allocation
proportionately to Mutual
Funds only. Mutual Funds
participating in the 5%
reservation in the Net QIB
Portion will also be
eligible for allocation in
the remaining QIB
Portion. Unsubscribed
portion in the Mutual
Fund Portion will be
added to the Net QIB
Portion.
Basis of Allotment/ Proportionate as follows Proportionate Proportionate, subject Proportionate

allocation if (excluding the Anchor to minimum Bid Lot.
respective category is Investor Portion): For details, see Issue
oversubscribed Procedure Part B
(a) Up to [] Equity Allotment Procedure
Shares shall be and Basis of Allotment
available for Allotment to RIBs on
allocation on a page 564
proportionate basis to
Mutual Funds only;
and
(b) Up to [] Equity
Shares shall be
532
Particulars QIBs(1) Non Institutional Retail Individual Eligible Employees
Bidders Bidders
allotted on a
proportionate basis to
all QIBs, including
Mutual Funds
receiving allocation
as per (a) above
Minimum Bid Such number of Equity Such number of Equity [] Equity Shares and [] Equity Shares
Shares that the Bid Shares that the Bid in multiples of []
Amount exceeds Amount exceeds Equity Shares
200,000 and in multiples 200,000 and in thereafter
of [] Equity Shares multiples of [] Equity
thereafter Shares thereafter
Maximum Bid Such number of Equity Such number of Equity Such number of Equity Such number of Equity
Shares not exceeding the Shares not exceeding Shares so that the Bid Shares such that the Bid
Issue size, subject to the Issue Size, subject Amount does not Amount does not
applicable limits to applicable limits exceed 200,000 exceed 500,000
Bid Lot [] Equity Shares and in multiples of [] Equity Shares thereafter
Allotment Lot Minimum of [] Equity Shares and in multiples of one Equity Share thereafter
Trading Lot One Equity Share
Who can apply(3)(4) Public financial Resident Indian Resident Indian Eligible Employees
institutions as specified in individuals, Eligible individuals, Eligible
Section 2(72) of the NRIs, HUFs (in the NRIs and HUFs (in the
Companies Act, 2013, name of Karta), name of Karta)
scheduled commercial companies, corporate
banks, mutual funds bodies, scientific
registered with SEBI, institutions societies
FPIs other than Category and trusts, Category III
III Foreign Portfolio Foreign Portfolio
Investors, VCFs, AIFs, Investors.
state industrial
development corporation,
insurance company
registered with IRDAI,
provident fund with
minimum corpus of 250
million, pension fund with
minimum corpus of 250
million, in accordance
with applicable law and
National Investment Fund
set up by the Government
of India, insurance funds
set up and managed by
army, navy or air force of
the Union of India,
insurance fund set up and
managed by the
Department of Posts,
India and systematically
important non-banking
financial companies.
Terms of Payment Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidders that is
specified in the ASBA Form at the time of submission of the ASBA Form (5)
* Assuming full subscription in the Issue.
533
(1) Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being made to other Anchor
Investors. For details, see Issue Procedure beginning on page 535.
(2) Subject to valid Bids being received at or above the Issue Price. The Issue is being made in accordance with Rule 19(2)(b)(iii) of the
SCRR and under Regulation 26(1) of the SEBI ICDR Regulations.
(3) In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid cum
Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders.
(4) With respect to restrictions on participation in the Issue, see Issue Procedure and Restrictions on Foreign Ownership of Indian
Securities beginning on pages 535 and 575.
(5) Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms. For details of
terms of payment applicable to Anchor Investors, see Issue Procedure - Part B - Section 7: Allotment Procedure and Basis of Allotment
from page 564.
Under subscription, if any, in any category except in the QIB Category, would be met with spill-over from the other categories
at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange.
Up to [] Equity Shares aggregating up to 200 million shall be made available for allocation on a proportionate basis to the
Eligible Employees bidding in the Employee Reservation portion, subject to valid Bids being received at or above the Issue
Price. In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available
for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of 200,000, subject to the
maximum value of Allotment made to such Eligible Employee not exceeding 500,000. The unsubscribed portion, if any, in
the Employee Reservation Portion after allocation over 500,000, shall be added to the Net Issue.
In accordance with the FDI Policy, participation by non-residents in the Issue is restricted to participation by (i) FPIs through
the portfolio investment scheme under Schedule 2A of the FEMA Regulations, in the Issue subject to limit of the individual
holding of an FPI below 10% of the post-Issue paid-up capital of the Company and the aggregate limit for FPI investment not
exceeding 24% of the post-Issue paid-up capital of the Company ; and (ii) Eligible NRIs only on non-repatriation basis under
Schedule 4 of the FEMA Regulations subject to limit of the individual holding of an NRI below 5% of the post-Issue paid-up
capital of the Company and the aggregate limit for NRI investment to 10% of the post-Issue paid-up capital of our Company.
Further, other non-residents such as FVCIs and multilateral and bilateral development financial institutions are not permitted
to participate in the Issue. As per the existing policy of the Government, OCBs cannot participate in this Issue.
534
ISSUE PROCEDURE
All Bidders should review the General Information Document for investing in public issues prepared and issued in accordance
with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI (the General Information Document)
and including SEBI circular bearing number CIR/CFD/POLICYCELL/11/ 2015 dated November 10, 2015 and SEBI circular
bearing number SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 included below under section Part B General
Information Document, of this section which highlights the key rules, processes and procedures applicable to public issues in
general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations. The
General Information Document has been updated to include reference to the Securities and Exchange Board of India (Foreign
Portfolio Investors) Regulations, 2014, and certain notified provisions of the Companies Act, 2013, and amendments to the
SEBI ICDR Regulations, to the extent applicable to a public issue. The General Information Document is also available on the
websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document
which are applicable to the Issue.
Our Company, the Selling Shareholders and the BRLMs do not accept any responsibility for the completeness and accuracy of
the information stated in this section, and are not liable for any amendment, modification or change in the applicable law which
may occur after the date of this Red Herring Prospectus. Bidders are advised to make their independent investigations and
ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum
number of the Equity Shares that can be held by them under applicable law or as specified in this Red Herring Prospectus.
PART A
Book Building Procedure
The Issue is being made through the Book Building Process wherein not more than 50% of the Net Issue shall be Allotted to
QIBs on a proportionate basis, provided that our Company, in consultation with the BRLMs, may allocate up to 60% of the
QIB Category to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third
shall be reserved for domestic Mutual Funds, subject to valid Bids being received from them at or above the Anchor Investor
Issue Price. 5% of the QIB Category (excluding the Anchor Investor Category) shall be available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the QIB Category shall be available for allocation on a
proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being
received at or above the Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a
proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail
Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue
Price.
[] Equity Shares aggregating up to 200 million shall be made available for allocation on a proportionate basis to the Eligible
Employees bidding in the Employee Reservation portion, subject to valid Bids being received at or above the Issue Price. In
the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for
allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of 200,000, subject to the
maximum value of Allotment made to such Eligible Employee not exceeding 500,000. The unsubscribed portion, if any, in
the Employee Reservation Portion (after allocation over 500,000), shall be added to the Net Issue.
Our Company proposes to issue up to 405,500 Equity Shares aggregating up to [] to Eligible Employees under the ESPS
Scheme as part of the Issue and at Issue Price.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The
Bid cum Application Forms which do not have the details of the Bidders depository account, including DP ID, Client
ID and PAN, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity
Shares in physical form.
Bid cum Application Form
Copies of the ASBA Form and the abridged prospectus will be available with the Designated Intermediaries at the Bidding
Centers, and Registered Office of our Company. An electronic copy of the ASBA Form will also be available for download on
the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/Issue Opening Date.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA process. ASBA
Bidders must provide bank account details and authorisation to block funds in the relevant space provided in the ASBA Form
and the ASBA Forms that do not contain such details will be rejected. Anchor Investors are not permitted to participate in the
Issue through the ASBA process.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted
at the Bidding Centers only (except in case of electronic ASBA Forms) and the ASBA.
535
Forms not bearing such specified stamp are liable to be rejected.
For Anchor Investors, the Anchor Investor Application Form will be available at the offices of the BRLMs.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum Application

Form*
Resident Indians and Eligible NRIs applying on a non-repatriation basis White
Non-Residents including Eligible NRIs and FPIs applying on a repatriation basis. Blue
For restrictions on participation in the Issue, see Issue Procedure and Restrictions
on Foreign Ownership of Indian Securities beginning on pages 535 and 575,
respectively
Anchor Investors White

Eligible Employees Bidding in the Employee Reservation Portion** Pink
* Excluding electronic Bid cum Application Form
** The Bid cum Application Forms for Eligible Employees will be available only at our Registered Office
Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB, where the Bidder
has a bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank.
Participation by Promoters, Promoter Group, the BRLMs the Syndicate Member and persons related to the
Promoters/Promoter Group/ BRLMs
The BRLMs and the Syndicate Member shall not be allowed to subscribe to the Equity Shares in the Issue in any manner,
except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLMs and the Syndicate
Member may Bid for Equity Shares in the Net Issue, either in the QIB Category or in the Non-Institutional Category as may be
applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own account
or on behalf of their clients. All categories of investors, including associates or affiliates of BRLMs and Syndicate Member,
shall be treated equally for the purpose of allocation to be made on a proportionate basis.
Neither the BRLMs nor any persons related to the BRLMs (other than Mutual Funds sponsored by entities related to the
BRLMs), Promoters and Promoter Group and any persons related to our Promoters and Promoter Group can apply in the Issue
under the Anchor Investor Category.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid cum
Application Form. Failing this, our Company and the Selling Shareholders reserve the right to reject any Bid without assigning
any reason thereof.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned
schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with
SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided
that the Bids clearly indicate the scheme concerned for which the Bid has been made.
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments
of any single company provided that the limit of 10% shall not be applicable for investments in index funds or sector or
industry specific funds. No Mutual Fund under all its schemes should own more than 10% of any companys paid-up
share capital carrying voting rights.
Bids by Eligible NRIs
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. NRIs are only allowed to
participate in the Issue on non-repatriation basis under Schedule 4 of the FEMA Regulations, and eligible NRI Bidders bidding
on a non-repatriation basis using Resident Forms should authorize their SCSB to block their Non-Resident Ordinary accounts
for the full Bid Amount, at the time of submission of the Bid cum Application Form.
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white in colour).
For details of restrictions on investment by NRIs, see Restrictions on Foreign Ownership of Indian Securities beginning on
page 575.
536
Bids by FPIs
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the same
set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to exceed 10% of our post-Issue Equity
Share capital. Further, in terms of the FEMA Regulations, the total holding by each FPI shall be below 10% of the total paid-
up Equity Share capital of our Company and the total holdings of all FPIs put together shall not exceed 24% of the paid-up
Equity Share capital of our Company. The aggregate limit of 24% may be increased up to the sectoral cap by way of a resolution
passed by the Board of Directors followed by a special resolution passed by the Shareholders and subject to prior intimation to
RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of all registered
FPIs shall be included. FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions
which may be specified by the Government from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 22 of
the SEBI FPI Regulations, an FPI, other than Category III Foreign Portfolio Investors and unregulated broad based funds, which
are classified as Category II Foreign Portfolio Investors by virtue of their investment manager being appropriately regulated,
may issue or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument,
by whatever name called, which is issued overseas by a FPI against securities held by it that are listed or proposed to be listed
on any recognised stock exchange in India, as its underlying) directly or indirectly, only if (i) such offshore derivative
instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative
instruments are issued after compliance with know your client norms. An FPI is also required to ensure that no further issue
or transfer of any offshore derivative instrument is made by, or on behalf of, it to any persons that are not regulated by an
appropriate foreign regulatory authority.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments
issued by or on its behalf, is carried out subject to the following conditions:
(a) such offshore derivative instruments are transferred only to persons in accordance with Regulation 22(1) of the SEBI
FPI Regulations;
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred to are pre-approved by the FPI; and
The FPI is required to collect regulatory fee of US $ 1000 or any other amount, as may be specified by SEBI from time to time,
from every subscriber of ODI issued by it and deposit the same with SEBI by way of electronic transfer in the designated bank
account of SEBI. FPI is required to deposit this regulatory fee once every three years, provided that for the block of three years
beginning April 1, 2017, the FPI shall collect and deposit the regulatory fee within two months from the date of notification of
the Securities and Exchange Board of India (Foreign Portfolio Investors) (Fourth Amendment) Regulations, 2017 (i.e. July 20,
2017).
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum
Application Form. Failing this, our Company reserves the right to reject any Bid by a limited liability partnership without
assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with the RBI, certified copies of: (i) the certificate of registration issued
by the RBI, and (ii) the approval of such banking companys investment committee are required to be attached to the Bid cum
Application Form, failing which, our Company reserves the right to reject any Bid by a banking company without assigning
any reason thereof.
537
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as
amended (Banking Regulation Act), and the Reserve Bank of India (Financial Services provided by Banks) Directions,
2016, is 10% of the paid-up share capital of the investee company not being its subsidiary engaged in non-financial services or
10% of the banks own paid-up share capital and reserves, whichever is lower. However, a banking company would be permitted
to invest in excess of 10% but not exceeding 30% of the paid up share capital of such investee company if (i) the investee
company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of the Banking Regulation Act, or
(ii) the additional acquisition is through restructuring of debt / corporate debt restructuring / strategic debt restructuring, or to
protect the banks interest on loans / investments made to a company. The bank is required to submit a time bound action plan
for disposal of such shares within a specified period to RBI. A banking company would require a prior approval of RBI to make
(i) investment in a subsidiary and a financial services company that is not a subsidiary (with certain exception prescribed), and
(ii) investment in a non-financial services company in excess of 10% of such investee companys paid up share capital as stated
in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016. Further, the aggregate
investment by a banking company in subsidiaries and other entities engaged in financial and non-financial services company
cannot exceed 20% of the investee companys paid-up share capital and reserves.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, Eligible
FPIs, Mutual Funds, insurance companies and provident funds with a minimum corpus of 250 million and pension funds with
a minimum corpus of 250 million (in each case, subject to applicable law and in accordance with their respective constitutional
documents), a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a
certified copy of the memorandum of association and articles of association and/or bye laws, as applicable must be lodged along
with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part,
in either case, without assigning any reasons thereof.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by
IRDAI must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid without
assigning any reason thereof.
The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment)
Regulations, 2016 , as amended, are broadly set forth below:
(a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the respective
fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
(b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of
investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies belonging
to the group, whichever is lower; and
(c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer or a general
insurer or a reinsurer or 15% of the investment asset, whichever is lower.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies
with investment assets of 2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with
investment assets of 500,000 million or more but less than 2,500,000 million.
The maximum exposure limit, in case of an investment in equity shares, cannot exceed the lower of an amount of 10% of the
investment assets of a life insurer or a general insurer and the amounts calculated under points (a), (b) and (c) above, as the case
may be.
Insurance Companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars issued by
IRDAI from time to time.
Bids by SCSBs
SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars dated September 13, 2012 and
January 2, 2013. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should
have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely
for the purpose of making application in public issues and clear demarcated funds should be available in such account for such
applications.
538
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of 250 million, a
certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be
attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid, without assigning
any reason thereof.
Bids by Eligible Employees
The Bid must be for a minimum of [] Equity Shares and in multiples of [] Equity Shares thereafter so as to ensure that the
Bid Amount payable by the Eligible Employee does not exceed 500,000. The maximum Bid Amount under the Employee
Reservation Portion by an Eligible Employee shall not exceed 500,000 on a net basis. However, the initial Allotment to an
Eligible Employee in the Employee Reservation Portion shall not exceed 200,000. Only in the event of an under-subscription
in the Employee Reservation Portion post the initial allotment, such unsubscribed portion may be Allotted on a proportionate
basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of 200,000, subject to the
total Allotment to an Eligible Employee not exceeding 500,000. Eligible Employees under the Employee Reservation Portion
may Bid at Cut-off Price.
Bids under Employee Reservation Portion by Eligible Employees shall be:
(a) The Bidder should be an Eligible Employee as defined above. In case of joint bids, the first Bidder shall be an Eligible
Employee.
(b) Made only in the prescribed Bid cum Application Form or Revision Form (i.e. pink colour form).
(c) The Bid must be for a minimum of [] Equity Shares and in multiples of [] Equity Shares thereafter. The maximum
Bid in this category by an Eligible Employee cannot exceed 500,000.
(d) Eligible Employees should mention their employee number at the relevant place in the Bid cum Application Form.
(e) Bid by Eligible Employees (subject to Bid Amount being up to 500,000) in the Employee Reservation Portion and
in the Net Issue shall not be treated as multiple Bids.
(f) If the aggregate demand in this category is less than or equal to [] Equity Shares at or above the Issue Price, full
allocation shall be made to the Eligible Employees to the extent of their demand.
(g) The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed
500,000. However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed
200,000. Only in the event of an under-subscription in the Employee Reservation Portion post the initial allotment,
such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee
Reservation Portion, for a value in excess of 200,000, subject to the total Allotment to an Eligible Employee not
exceeding 500,000.
If the aggregate demand in this category is greater than [] Equity Shares at or above the Issue Price, the allocation shall be
made on a proportionate basis. For the method of proportionate basis of allocation, see Issue Procedure- Allotment Procedure
and Basis of Allotment on page 564 of this Red Herring Prospectus.
General Instructions
Dos:
1. Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
4. Ensure that you have mentioned the correct ASBA Account number in the Bid cum Application Form;
5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Center within the prescribed time;
6. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the ASBA Form to any of the Designated Intermediaries;
539
7. If the first applicant is not the bank account holder, ensure that the Bid cum Application Form is signed by the account
holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;
8. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;
9. In case of joint Bids, the Bid cum Application Form should contain the name of only the First Bidder whose name
should also appear as the first holder of the beneficiary account held in joint names;
10. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for all your Bid
options from the concerned Designated Intermediary;
11. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;
12. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of the SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the
securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July
20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should
mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials
appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details
received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable
description in the PAN field and the beneficiary account remaining in active status; and (b) in the case of residents
of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is
not mentioned will be rejected;
13. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;
14. Ensure that the category and the investor status is indicated;
15. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents
are submitted;
16. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian laws;
17. Ensure that the depository account is active, the correct DP ID, Client ID and the PAN are mentioned in their Bid cum
Application Form and that the name of the Bidder, the DP ID, Client ID and the PAN entered into the online IPO
system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP
ID, Client ID and PAN available in the Depository database;
18. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB via the electronic mode, for blocking funds in the ASBA Account
equivalent to the Bid Amount mentioned in the Bid cum Application Form at the time of submission of the Bid; and
19. Ensure that the Demographic Details are updated, true and correct in all respects.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Donts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid for a Bid Amount exceeding 200,000 (for Bids by Retail Individual Bidders);
3. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;
4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
5. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
6. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
7. Do not submit the Bid for an amount more than funds available in your ASBA account.
8. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a colour prescribed for another category of Bidder;
540
9. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;
10. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);
11. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue size and/or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations
or maximum amount permissible under the applicable regulations or under the terms of this Red Herring Prospectus;
12. Do not submit more than five Bid cum Application Forms per ASBA Account;
13. Anchor Investors should not bid through the ASBA process;
14. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediaries;
15. Do not submit the GIR number instead of the PAN;
16. Anchor Investors should submit Anchor Investor Application Form only to Syndicate;
17. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount)
at any stage, if you are a QIB or a Non-Institutional Bidder; and
18. Do not submit Bids to a Designated Intermediary at a location other than Specified Locations.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Payment into Escrow Account for Anchor Investors
Our Company, in consultation with the BRLMs, in its absolute discretion, will decide the list of Anchor Investors to whom the
CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be notified
to such Anchor Investors. For Anchor Investors, the payment instruments for payment into the Escrow Account should be
drawn in favour of:
(a) In case of resident Anchor Investors: Anchor Escrow Account Godrej Agrovet IPO - Anchor Investor - R
(b) In case of Non-Resident Anchor Investors: Anchor Escrow Account Godrej Agrovet IPO - Anchor Investor NR
Pre- Issue Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company shall, after registering this Red Herring Prospectus with the
RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in: (i) all editions of English
national newspaper the Financial Express; (ii) all editions of Hindi national newspaper Jansatta; and (iii) Mumbai edition of
Marathi newspaper Navshakti (Marathi being the regional language of Maharashtra, where the Registered Office of our
Company is situated), each with wide circulation. In the pre-Issue advertisement, we shall state the Bid Opening Date and the
QIB Bid Closing Date. The advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the
format prescribed in Part A of Schedule XIII of the SEBI ICDR Regulations.
Signing of the Underwriting Agreement and the RoC Filing
(a) Our Company and the Syndicate intend to enter into an Underwriting Agreement after the finalisation of the Issue
Price.
(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which then would be termed as the Prospectus. The Prospectus will contain details
of the Issue Price, the Anchor Investor Issue Price, Issue size, and underwriting arrangements and will be complete in
all material respects.
Impersonation
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013, which is reproduced below:
541
Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.
The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment for a term which shall not be
less than six months extending up to 10 years (provided that where the fraud involves public interest, such term shall not be
less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of such
amount.
Undertakings by our Company
Our Company undertakes the following:
if our Company does not proceed with the Issue after the Bid/Issue Closing Date but prior to Allotment, reasons thereof
shall be given as a public notice within two days of Bid/Issue Closing Date. The public notice shall be issued in the
same newspapers where the pre-Issue advertisements were published.
adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders.
it shall not have any recourse to the proceeds of the Issue until final listing and trading approvals have been received
from the Stock Exchanges;
the complaints received in respect of the Issue shall be attended to by our Company expeditiously and satisfactorily;
all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock
Exchanges where the Equity Shares are proposed to be listed are taken within six Working Days of the Bid/Issue
Closing Date or such other period as may be prescribed;
if Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable law, failing which interest will be
due to be paid to the Bidders at the rate prescribed under applicable law for the delayed period;
the funds required for making refunds (to the extent applicable) as per the mode(s) disclosed shall be made available
to the Registrar to the Issue by our Company;
where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall
be sent to the applicant within the time prescribed under applicable law, giving details of the bank where refunds shall
be credited along with amount and expected date of electronic credit of refund;
Promoters contribution, if any, shall be brought in advance before the Bid/Issue Opening Date and the balance, if any,
shall be brought in on a pro rata basis before calls are made on the Allottees;
intimation of the credit of the securities/refund orders to Eligible NRIs shall be despatched within specified time; and
Other than the Pre-IPO Placement and except for the Equity Shares allotted to the employees of our Company under
the ESPS, if any, and the Issue, no further issue of the Equity Shares shall be made till the Equity Shares offered
through this Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on
account of non-listing, under-subscription, etc.
Undertakings by the Promoter Selling Shareholder
The Promoter Selling Shareholder undertakes that:
they shall deposit their Equity Shares in an escrow account opened with the Registrar to the Issue at least one Working
Day prior to the Bid/Issue Opening Date;
they shall not offer, lend, pledge, encumber, sell, contract to sell or otherwise transfer or dispose off, directly or
indirectly, any of the Equity Shares offered in the Offer for Sale;
542
they shall not have any recourse to the proceeds of the Offer for Sale until final listing and trading approvals have been
received from the Stock Exchanges;
they shall take all steps and provide all assistance to the Company, the BRLMs, as may be required and necessary by
the Selling Shareholders, for the completion of the necessary formalities for listing and commencement of trading at
all the stock exchanges where the Equity Shares are proposed to be listed within six Working Days from the Bid/Issue
Closing Date of the Issue, failing which they shall forthwith repay without interest all monies received from Bidders
to the extent of the Issued Shares. In case of delay, interest as per applicable law shall be paid by them to the extent of
the Issued Shares;
all monies received out of the Issue shall be credited/transferred to a separate bank account other than the bank account
referred to in sub-section (3) of Section 40 of the Companies Act, 2013; and
they shall give appropriate instructions for dispatch of the refund orders or Allotment Advice to successful Bidders
within the time specified under applicable law.
Undertakings by the Investor Selling Shareholder
The Investor Selling Shareholder undertakes that:
it shall deliver the V-Sciences Offered Shares in an escrow account in accordance with the Share Escrow Agreement;
except pursuant to the Offer for Sale, it shall not offer, lend, pledge, encumber, sell, contract to sell or otherwise
transfer or dispose off, directly or indirectly, any of the V-Sciences Offered Shares from the date of filing of the Draft
Red Herring Prospectus until the Equity Shares are admitted to listing and trading on the Stock Exchanges;
it shall not have any recourse to the proceeds of the Offer for Sale (only to the extent of the V-Sciences Offered
Shares) until final listing and trading approvals have been received from the Stock Exchanges;
it shall extend reasonable co-operation to the Company and the BRLMs, as may be required, for the completion of the
necessary formalities for listing and commencement of trading of the V-Sciences Offered Shares at the Stock
Exchanges where the Equity Shares are proposed to be listed within six Working Days from the Bid/Issue Closing
Date of the Issue. Any expense incurred by our Company on behalf of the Investor Selling Shareholder with regard to
interest for delay for the V-Sciences Offered Shares will be reimbursed by the Investor Selling Shareholder to our
Company in proportion to the V-Sciences Offered Shares, to the non-ASBA Bidders. For the avoidance of doubt,
subject to applicable laws, the Investor Selling Shareholder will not be responsible to pay interest for any delay except
to the extent such delay has been caused solely by it; and
referred to in sub-section (3) of Section 40 of the Companies Act, 2013.
Utilisation of Net Proceeds
The Board of Directors certify that:
referred to in sub-section (3) of Section 40 of the Companies Act, 2013;
details of all monies utilised out of the Issue shall be disclosed, and continue to be disclosed till the time any part of
the Net proceeds remains unutilised, under an appropriate head in the balance sheet of our Company indicating the
purpose for which such monies have been utilised;
details of all unutilised monies out of the Issue, if any shall be disclosed under an appropriate separate head in the
balance sheet indicating the form in which such unutilised monies have been invested;
utilisation of monies received under the Promoters contribution, if any, shall be disclosed, and continue to be disclosed
till the time any part of the Net Proceeds remains unutilised, under an appropriate head in the balance sheet of our
Company indicating the purpose for which such monies have been utilised; and
details of all unutilised monies out of the funds received under the Promoters contribution, if any, shall be disclosed
under a separate head in the balance sheet of our Company indicating the form in which such unutilised monies have
been invested.
543
PART B
General Information Document for Investing in Public Issues
This General Information Document highlights the key rules, processes and procedures applicable to public issues in
accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations. Bidders/Applicants
should not construe the contents of this General Information Document as legal advice and should consult their own legal
counsel and other advisors in relation to the legal matters concerning the Issue. For taking an investment decision, the
Bidders/Applicants should rely on their own examination of the Issuer and the Issue, and should carefully read this Red Herring
Prospectus/Prospectus before investing in the Issue.
SECTION 1: PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID)
This document is applicable to the public issues undertaken through the Book-Building Process as well as to the Fixed Price
Issue. The purpose of the General Information Document for Investing in Public Issues is to provide general guidance to
potential Bidders/Applicants in IPOs and FPOs, on the processes and procedures governing IPOs and FPOs, undertaken in
accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 (SEBI ICDR Regulations, 2009).
Bidders/Applicants should note that investment in equity and equity related securities involves risk and Bidder/Applicant should
not invest any funds in the Issue unless they can afford to take the risk of losing their investment. The specific terms relating to
securities and/or for subscribing to securities in an Issue and the relevant information about the Issuer undertaking the Issue are
set out in this Red Herring Prospectus (RHP)/Prospectus filed by the Issuer with the Registrar of Companies (RoC).
Bidders/Applicants should carefully read the entire RHP/Prospectus and the Bid cum Application Form/Application Form and
the Abridged Prospectus of the Issuer in which they are proposing to invest through the Issue. In case of any difference in
interpretation or conflict and/or overlap between the disclosure included in this document and the RHP/Prospectus, the
disclosures in the RHP/Prospectus shall prevail. The RHP/Prospectus of the Issuer is available on the websites of stock
exchanges, on the website(s) of the BRLM(s) to the Issue and on the website of Securities and Exchange Board of India
(SEBI) at www.sebi.gov.in.
For the definitions of capitalized terms and abbreviations used herein Bidders/Applicants may see Glossary and
Abbreviations.
SECTION 2: BRIEF INTRODUCTION TO IPOs/FPOs
2.1 Initial public offer (IPO)
An IPO means an offer of specified securities by an unlisted Issuer to the public for subscription and may include an
Offer for Sale of specified securities to the public by any existing holder of such securities in an unlisted Issuer.
For undertaking an IPO, an Issuer is inter-alia required to comply with the eligibility requirements of in terms of either
Regulation 26(1) or Regulation 26(2) of the SEBI ICDR Regulations, 2009. For details of compliance with the
eligibility requirements by the Issuer, Bidders/Applicants may refer to the RHP/Prospectus.
2.2 Further public offer (FPO)
An FPO means an offer of specified securities by a listed Issuer to the public for subscription and may include Issue
for Sale of specified securities to the public by any existing holder of such securities in a listed Issuer.
For undertaking an FPO, the Issuer is inter-alia required to comply with the eligibility requirements in terms of
Regulation 26/ Regulation 27 of the SEBI ICDR Regulations, 2009. For details of compliance with the eligibility
requirements by the Issuer, Bidders/Applicants may refer to the RHP/Prospectus.
2.3 Other Eligibility Requirements:
In addition to the eligibility requirements specified in paragraphs 2.1 and 2.2, an Issuer proposing to undertake an IPO
or an FPO is required to comply with various other requirements as specified in the SEBI ICDR Regulations, 2009,
the Companies Act, 2013, the Companies Act, 1956 (to the extent applicable), the Securities Contracts (Regulation)
Rules, 1957 (the SCRR), industry-specific regulations, if any, and other applicable laws for the time being in force.
For details in relation to the above Bidders/Applicants may refer to the RHP/Prospectus.
2.4 Types of Public Issues Fixed Price Issues and Book Built Issues
In accordance with the provisions of the SEBI ICDR Regulations, 2009, an Issuer can either determine the Issue Price
through the Book Building Process (Book Built Issue) or undertake a Fixed Price Issue (Fixed Price Issue). An
544
Issuer may mention Floor Price or Price Band in the RHP (in case of a Book Built Issue) and a Price or Price Band in
the Draft Prospectus (in case of a fixed price Issue) and determine the price at a later date before registering the
Prospectus with the Registrar of Companies.
The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issuer shall announce the Price
or the Floor Price or the Price Band through advertisement in all newspapers in which the pre-issue advertisement was
given at least five Working Days before the Bid/Issue Opening Date, in case of an IPO and at least one Working Day
before the Bid/Issue Opening Date, in case of an FPO.
The Floor Price or the Issue price cannot be lesser than the face value of the securities.
Bidders/Applicants should refer to the RHP/Prospectus or Issue advertisements to check whether the Issue is a Book
Built Issue or a Fixed Price Issue.
2.5 ISSUE PERIOD
The Issue may be kept open for a minimum of three Working Days (for all category of Bidders/Applicants) and not
more than ten Working Days. Bidders/Applicants are advised to refer to the Bid cum Application Form and Abridged
Prospectus or RHP/Prospectus for details of the Bid/Issue Period. Details of Bid/Issue Period are also available on the
website of the Stock Exchange(s).
In case of a Book Built Issue, the Issuer may close the Bid/Issue Period for QIBs one Working Day prior to the
Bid/Issue Closing Date if disclosures to that effect are made in the RHP. In case of revision of the Floor Price or Price
Band in Book Built Issues the Bid/Issue Period may be extended by at least three Working Days, subject to the total
Bid/Issue Period not exceeding 10 Working Days. For details of any revision of the Floor Price or Price Band,
Bidders/Applicants may check the announcements made by the Issuer on the websites of the Stock Exchanges, and
the advertisement in the newspaper(s) issued in this regard.
2.6 FLOWCHART OF TIMELINES
A flow chart of process flow in Fixed Price and Book Built Issues is as follows. Bidders/Applicants may note that this
is not applicable for Fast Track FPOs:
In case of Issue other than Book Build Issue (Fixed Price Issue) the process at the following of the below
mentioned steps shall be read as:
i. Step 7 : Determination of Issue Date and Price
ii. Step 10: Applicant submits ASBA Form with any of the Designated Intermediaries
545
546
SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE
Each Bidder/Applicant should check whether it is eligible to apply under applicable law. Furthermore, certain categories of
Bidders/Applicants, such as NRIs, FPIs and FVCIs may not be allowed to Bid/Apply in the Issue or to hold Equity Shares, in
excess of certain limits specified under applicable law. Bidders/Applicants are requested to refer to the RHP/Prospectus for
more details.
Subject to the above, an illustrative list of Bidders/Applicants is as follows:
Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, in single or joint
names (not more than three);
Bids/Applications belonging to an account for the benefit of a minor (under guardianship);
Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/Applicant should specify that
the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: Name
of sole or first Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of
the Karta. Bids/Applications by HUFs may be considered at par with Bids/Applications from individuals;
Companies, corporate bodies and societies registered under applicable law in India and authorised to invest in equity
shares;
QIBs;
NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law;
Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and the SEBI ICDR
Regulations, 2009 and other laws, as applicable);
FPIs other than Category III foreign portfolio investors Bidding under the QIBs category;
FPIs which are Category III foreign portfolio investors, Bidding under the NIBs category;
Scientific and/or industrial research organisations authorised in India to invest in the Equity Shares;
Trusts/societies registered under the Societies Registration Act, 1860, or under any other law relating to trusts/societies
and who are authorised under their respective constitutions to hold and invest in equity shares;
Limited liability partnerships registered under the Limited Liability Partnership Act, 2008;
Any other person eligible to Bid/Apply in the Issue, under the laws, rules, regulations, guidelines and policies
applicable to them and under Indian laws; and
As per the existing regulations, OCBs are not allowed to participate in an Issue.
SECTION 4: APPLYING IN THE ISSUE
Book Built Issue: Bidders should only use the specified ASBA Form (or in case of Anchor Investors, the Anchor Investor
Application Form) bearing the stamp of a Designated Intermediary, as available or downloaded from the websites of the Stock
Exchanges. Bid cum Application Forms are available with the book running lead managers, the Designated Intermediaries at
the Bidding centres and at the registered office of the Issuer. Electronic Bid cum Application Forms will be available on the
websites of the Stock Exchanges at least one day prior to the Bid/Issue Opening Date. For further details, regarding availability
of Bid cum Application Forms, Bidders may refer to the RHP/Prospectus.
Fixed Price Issue: Applicants should only use the specified Bid cum Application Form bearing the stamp of the relevant
Designated Intermediaries, as available or downloaded from the websites of the Stock Exchanges. Application Forms are
available with the Designated Branches of the SCSBs and at the Registered and Corporate Office of the Issuer. For further
details, regarding availability of Application Forms, Applicants may refer to the Prospectus.
Bidders/Applicants should ensure that they apply in the appropriate category. The prescribed colour of the Bid cum Application
Form for various categories of Bidders/Applicants is as follows:
Category Colour of the Bid cum

Application Form
Resident Indian, Eligible NRIs applying on a non repatriation basis White
NRIs, FPIs, on a repatriation basis Blue
547
Category Colour of the Bid cum
Application Form
Anchor Investors (where applicable) & Bidders Bidding/applying in the reserved category As specified by the Issuer
Securities issued in an IPO can only be in dematerialized form in compliance with Section 29 of the Companies Act, 2013.
Bidders/Applicants will not have the option of getting the Allotment of specified securities in physical form. However, they
may get the specified securities rematerialised subsequent to Allotment.
4.1 INSTRUCTIONS FOR FILLING THE BID CUM APPLICATION FORM/APPLICATION FORM
Bidders/Applicants may note that forms not filled completely or correctly as per instructions provided in this GID, the
RHP and the Bid cum Application Form/Application Form are liable to be rejected.
Instructions to fill each field of the Bid cum Application Form can be found on the reverse side of the Bid cum
Application Form. Specific instructions for filling various fields of the Resident Bid cum Application Form and Non-
Resident Bid cum Application Form and samples are provided below.
The samples of the Bid cum Application Form for resident Bidders and the Bid cum Application Form for non-resident
Bidders are reproduced below:
548
549
550
4.1.1 FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/FIRST BIDDER/APPLICANT
(a) Bidders/Applicants should ensure that the name provided in this field is exactly the same as the name in which
the Depository Account is held.
(b) Mandatory Fields: Bidders/Applicants should note that the name and address fields are compulsory and e-
mail and/or telephone number/mobile number fields are optional. Bidders/Applicants should note that the
contact details mentioned in the Bid cum Application Form/Application Form may be used to dispatch
communications in case the communication sent to the address available with the Depositories are returned
undelivered or are not available. The contact details provided in the Bid cum Application Form may be used
by the Issuer, the Designated Intermediaries and the Registrar to the Issue only for correspondence(s) related
to an Issue and for no other purposes.
(c) Joint Bids/Applications: In the case of Joint Bids/Applications, the Bids/Applications should be made in the
name of the Bidder/Applicant whose name appears first in the Depository account. The name so entered
should be the same as it appears in the Depository records. The signature of only such first Bidder/Applicant
would be required in the Bid cum Application Form/Application Form and such first Bidder/Applicant would
be deemed to have signed on behalf of the joint holders.
(d) Impersonation: Attention of the Bidders/Applicants is specifically drawn to the provisions of sub-section
(1) of Section 38 of the Companies Act, 2013 which is reproduced below:
Any person who:
(d) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or
(e) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(f) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities
to him, or to any other person in a fictitious name,
shall be liable for action under Section 447.
The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment for a term
which shall not be less than six months extending up to 10 years (provided that where the fraud involves
public interest, such term shall not be less than three years) and fine of an amount not less than the amount
involved in the fraud, extending up to three times of such amount.
(e) Nomination Facility to Bidder/Applicant: Nomination facility is available in accordance with the
provisions of Section 72 of the Companies Act, 2013. In case of Allotment of the Equity Shares in
dematerialized form, there is no need to make a separate nomination as the nomination registered with the
Depository may prevail. For changing nominations, the Bidders/Applicants should inform their respective
DP.
4.1.2 FIELD NUMBER 2: PAN OF SOLE/FIRST BIDDER/APPLICANT
(a) PAN (of the sole/first Bidder/Applicant) provided in the Bid cum Application Form/Application Form should
be exactly the same as the PAN of the person in whose sole or first name the relevant beneficiary account is
held as per the Depositories records.
(b) PAN is the sole identification number for participants transacting in the securities market irrespective of the
amount of transaction except for Bids/Applications on behalf of the Central or State Government,
Bids/Applications by officials appointed by the courts and Bids/Applications by Bidders/Applicants residing
in Sikkim (PAN Exempted Bidders/Applicants). Consequently, all Bidders/Applicants, other than the PAN
Exempted Bidders/Applicants, are required to disclose their PAN in the Bid cum Application
Form/Application Form, irrespective of the Bid/Application Amount. Bids/Applications by the
Bidders/Applicants whose PAN is not available as per the Demographic Details available in their Depository
records, are liable to be rejected.
(c) The exemption for the PAN Exempted Bidders/Applicants is subject to (a) the Demographic Details received
from the respective Depositories confirming the exemption granted to the beneficiary owner by a suitable
description in the PAN field and the beneficiary account remaining in active status; and (b) in the case of
residents of Sikkim, the address as per the Demographic Details evidencing the same.
551
(d) Bid cum Application Forms which provide the GIR Number instead of PAN may be rejected.
(e) Bids/Applications by Bidders/Applicants whose demat accounts have been suspended for credit are liable
to be rejected pursuant to the circular issued by SEBI on July 29, 2010, bearing number
CIR/MRD/DP/22/2010. Such accounts are classified as Inactive demat accounts and Demographic Details
are not provided by depositories.
4.1.3 FIELD NUMBER 3: BIDDERS/APPLICANTS DEPOSITORY ACCOUNT DETAILS
(a) Bidders/Applicants should ensure that DP ID and the Client ID are correctly filled in the Bid cum Application
Form/Application Form. The DP ID and Client ID provided in the Bid cum Application Form/Application
Form should match with the DP ID and Client ID available in the Depository database, otherwise, the Bid
cum Application Form is liable to be rejected.
(b) Bidders/Applicants should ensure that the beneficiary account provided in the Bid cum Application
Form/Application Form is active.
(c) Bidders/Applicants should note that on the basis of the DP ID and Client ID as provided in the Bid cum
Application Form/Application Form, the Bidder/Applicant may be deemed to have authorized the
Depositories to provide to the Registrar to the Issue, any requested Demographic Details of the
Bidder/Applicant as available on the records of the depositories. These Demographic Details may be used,
among other things, for other correspondence(s) related to an Issue.
(d) Bidders/Applicants are, advised to update any changes to their Demographic Details as available in the
records of the Depository Participant to ensure accuracy of records. Any delay resulting from failure to update
the Demographic Details would be at the Bidders/Applicants sole risk.
4.1.4 FIELD NUMBER 4: BID OPTIONS
(a) Price or Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) may be disclosed in the
Prospectus/RHP by the Issuer. The Issuer is required to announce the Floor Price or Price Band, minimum
Bid Lot and Discount (if applicable) by way of an advertisement in at least one English, one Hindi and one
regional newspaper, with wide circulation, at least five Working Days before Bid/Issue Opening Date in case
of an IPO, and at least one Working Day before Bid/Issue Opening Date in case of an FPO.
(b) The Bidders may Bid at or above Floor Price or within the Price Band for IPOs/FPOs undertaken through the
Book Building Process. In the case of Alternate Book Building Process for an FPO, the Bidders may Bid at
Floor Price or any price above the Floor Price (for further details Bidders may refer to Section 5.6 (e)).
(c) Cut-Off Price: Retail Individual Bidders or Employees or Retail Individual Shareholders can Bid at the Cut-
off Price indicating their agreement to Bid for and purchase the Equity Shares at the Issue Price as determined
at the end of the Book Building Process. Bidding at the Cut-off Price is prohibited for QIBs and NIBs and
such Bids from QIBs and NIBs may be rejected.
(d) Minimum Application Value and Bid Lot: The Issuer in consultation with the BRLMs may decide the
minimum number of Equity Shares for each Bid to ensure that the minimum application value is within the
range of 10,000 to 15,000. The minimum Bid Lot is accordingly determined by an Issuer on basis of such
minimum application value.
(e) Allotment: The Allotment of specified securities to each RIB shall not be less than the minimum Bid Lot,
subject to availability of shares in the RIB category, and the remaining available shares, if any, shall be
Allotted on a proportionate basis. For details of the Bid Lot, Bidders may to the RHP/Prospectus or the
advertisement regarding the Price Band published by the Issuer.
4.1.4.1 Maximum and Minimum Bid Size
(a) The Bidder may Bid for the desired number of Equity Shares at a specific price. Bids by Retail Individual
Bidders, Employees and Retail Individual Shareholders must be for such number of shares so as to ensure
that the Bid Amount less Discount (as applicable), payable by the Bidder does not exceed 200,000.
(b) In case the Bid Amount exceeds 200,000 due to revision of the Bid or any other reason, the Bid may be
considered for allocation under the Non-Institutional Category, with it not being eligible for Discount then
such Bid may be rejected if it is at the Cut-off Price.
552
(c) For NRIs, a Bid Amount of up to 200,000 may be considered under the Retail Category for the purposes of
allocation and a Bid Amount exceeding 200,000 may be considered under the Non-Institutional Category
for the purposes of allocation.
(d) Bids by QIBs and NIBs must be for such minimum number of shares such that the Bid Amount exceeds
200,000 and in multiples of such number of Equity Shares thereafter, as may be disclosed in the Bid cum
Application Form and the RHP/Prospectus, or as advertised by the Issuer, as the case may be. NIBs and QIBs
are not allowed to Bid at Cut-off Price.
(e) In case the Bid Amount reduces to 200,000 or less due to a revision of the Price Band, Bids by the NIBs
who are eligible for allocation in the Retail Category would be considered for allocation under the Retail
Category.
(f) For Anchor Investors, if applicable, the Bid Amount shall be least 10 crores. One-third of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors.
Bids by various schemes of a Mutual Fund shall be aggregated to determine the Bid Amount. A Bid cannot
be submitted for more than 60% of the QIB Category under the Anchor Investor Portion. Anchor Investors
cannot withdraw their Bids or lower the size of their Bids (in terms of quantity of Equity Shares or the Bid
Amount) at any stage after the Anchor Investor Bid/Issue Period and are required to pay the Bid Amount at
the time of submission of the Bid. In case the Anchor Investor Allocation Price is lower than the Issue Price,
the balance amount shall be payable as per the pay-in-date mentioned in the revised CAN. In case the Issue
Price is lower than the Anchor Investor Allocation Price, the amount in excess of the Issue Price paid by the
Anchor Investors shall not be refunded to them.
(g) A Bid cannot be submitted for more than the Issue size.
(h) The maximum Bid by any Bidder including QIB Bidder should not exceed the investment limits prescribed
for them under the applicable laws.
(i) The price and quantity options submitted by the Bidder in the Bid cum Application Form may be treated as
optional bids from the Bidder and may not be cumulated. After determination of the Issue Price, the highest
number of Equity Shares Bid for by a Bidder at or above the Issue Price may be considered for Allotment
and the rest of the Bid(s), irrespective of the Bid Amount may automatically become invalid. This is not
applicable in case of FPOs undertaken through Alternate Book Building Process (For details of Bidders may
refer to (Section 5.6 (e))
4.1.4.2 Multiple Bids
(a) Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a maximum
of three Bids at different price levels in the Bid cum Application Form and such options are not considered
as multiple Bids.
Submission of a second Bid cum Application Form to either the same or to another Designated Intermediary
and duplicate copies of Bid cum Application Forms bearing the same application number shall be treated as
multiple Bids and are liable to be rejected.
(b) Bidders are requested to note the following procedures may be followed by the Registrar to the Issue to detect
multiple Bids:
i. All Bids may be checked for common PAN as per the records of the Depository. For Bidders other
than Mutual Funds, Bids bearing the same PAN may be treated as multiple Bids by a Bidder and
may be rejected.
ii. For Bids from Mutual Funds, submitted under the same PAN, as well as Bids on behalf of the PAN
Exempted Bidders, the Bid cum Application Forms may be checked for common DP ID and Client
ID. Such Bids which have the same DP ID and Client ID may be treated as multiple Bids and are
liable to be rejected.
(c) The following Bids may not be treated as multiple Bids:
i. Bids by Reserved Categories Bidding in their respective Reservation Portion as well as bids made
by them in the Issue portion in public category.
ii. Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual Fund provided
that the Bids clearly indicate the scheme for which the Bid has been made.
553
iii. Bids by Mutual Funds submitted with the same PAN but with different beneficiary account numbers,
Client IDs and DP IDs.
iv. Bids by Anchor Investors under the Anchor Investor Portion and the QIB Category.
4.1.5 FIELD NUMBER 5: CATEGORY OF BIDDERS
(a) The categories of Bidders identified as per the SEBI ICDR Regulations, 2009 for the purpose of Bidding,
allocation and Allotment in the Issue are RIBs, NIBs and QIBs.
(b) Up to 60% of the QIB Category can be allocated by the Issuer, on a discretionary basis subject to the criteria
of minimum and maximum number of Anchor Investors based on allocation size, to the Anchor Investors, in
accordance with SEBI ICDR Regulations, 2009, with one-third of the Anchor Investor Portion reserved for
domestic Mutual Funds subject to valid Bids being received at or above the Issue Price. For details regarding
allocation to Anchor Investors, Bidders may refer to the RHP/Prospectus.
(c) An Issuer can make reservation for certain categories of Bidders/Applicants as permitted under the SEBI
ICDR Regulations, 2009. For details of any reservations made in the Issue, Bidders/Applicants may refer to
the RHP/Prospectus.
(d) The SEBI ICDR Regulations, 2009, specify the allocation or Allotment that may be made to various
categories of Bidders in an Issue depending upon compliance with the eligibility conditions. Details
pertaining to allocation are disclosed on reverse side of the Revision Form. For Issue specific details in
relation to allocation Bidder/Applicant may refer to the RHP/Prospectus.
4.1.6 FIELD NUMBER 6: INVESTOR STATUS
(a) Each Bidder/Applicant should check whether it is eligible to apply under applicable law and ensure that any
prospective Allotment to it in the Issue is in compliance with the investment restrictions under applicable
law.
(b) Certain categories of Bidders/Applicants, such as NRIs, FPIs and FVCIs may not be allowed to Bid/Apply in
the Issue or hold Equity Shares exceeding certain limits specified under applicable law. Bidders/Applicants
are requested to refer to the RHP/Prospectus for more details.
(c) Bidders/Applicants should check whether they are eligible to apply on non-repatriation basis or repatriation
basis and should accordingly provide the investor status. Details regarding investor status are different in the
Resident Bid cum Application Form and Non-Resident Bid cum Application Form.
(d) Bidders/Applicants should ensure that their investor status is updated in the Depository records.
4.1.7 FIELD NUMBER 7: PAYMENT DETAILS
(a) The full Bid Amount (net of any Discount, as applicable) shall be blocked in the ASBA Account based on
the authorisation provided in the ASBA Form. If Discount is applicable in the Issue, RIBs should indicate the
full Bid Amount in the Bid cum Application Form and funds shall be blocked for the Bid Amount net of
Discount. Only in cases where the RHP/Prospectus indicates that part payment may be made, such an option
can be exercised by the Bidder. In case of Bidders specifying more than one Bid Option in the Bid cum
Application Form, the total Bid Amount may be calculated for the highest of three options at net price, i.e.
Bid price less Discount offered, if any.
(b) RIBs who Bid at Cut-off Price shall arrange to block the Bid Amount based on the Cap Price.
(c) All Bidders (except Anchor Investors) have to participate in the Issue only through the ASBA mechanism.
(d) Bid Amount cannot be paid in cash, through money order or through postal order.
4.1.7.1 Instructions for Anchor Investors:
(a) Anchor Investors may submit their Bids with a Book Running Lead Manager.
(b) Payments should be made either by direct credit, RTGS or NEFT.
(c) The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on behalf of the
Anchor Investors until the Designated Date.
554
4.1.7.2 Payment instructions for ASBA Bidders
(a) Bidders may submit the ASBA Form either
i. in electronic mode through the internet banking facility offered by an SCSB authorizing blocking of
funds that are available in the ASBA account specified in the Bid cum Application Form, or
ii. in physical mode to any Designated Intermediary.
(b) Bidders must specify the Bank Account number in the Bid cum Application Form. The Bid cum Application
Form submitted by Bidder and which is accompanied by cash, demand draft, cheque, money order, postal
order or any mode of payment other than blocked amounts in the ASBA Account maintained with an SCSB,
will not be accepted.
(c) Bidders should ensure that the Bid cum Application Form is also signed by the ASBA Account holder(s) if
the Bidder is not the ASBA Account holder.
(d) Bidders shall note that for the purpose of blocking funds under ASBA facility clearly demarcated funds shall
be available in the account.
(e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.
(f) Bidders should submit the Bid cum Application Form only at the Bidding Centers, i.e. to the respective
member of the Syndicate at the Specified Locations, the SCSBs, the Registered Broker at the Broker Centres,
the RTA at the Designated RTA Locations or CDP at the Designated CDP Locations.
(g) Bidders bidding through a Designated Intermediary, other than a SCSB, should note that ASBA Forms
submitted to such Designated Intermediary may not be accepted, if the SCSB where the ASBA Account, as
specified in the Bid cum Application Form, is maintained has not named at least one branch at that location
for such Designated Intermediary, to deposit ASBA Forms.
(h) Bidders bidding directly through the SCSBs should ensure that the ASBA Form is submitted to a Designated
Branch of a SCSB where the ASBA Account is maintained.
(i) Upon receipt of the ASBA Form, the Designated Branch of the SCSB may verify if sufficient funds equal to
the Bid Amount are available in the ASBA Account, as mentioned in the Bid cum Application Form.
(j) If sufficient funds are available in the ASBA Account, the SCSB may block an amount equivalent to the Bid
Amount mentioned in the ASBA Form and for application directly submitted to SCSB by investor, may enter
each Bid option into the electronic bidding system as a separate Bid.
(k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB may not accept
such Bids and such bids are liable to be rejected.
(l) Upon submission of a completed ASBA Form each Bidder may be deemed to have agreed to block the entire
Bid Amount and authorized the Designated Branch of the SCSB to block the Bid Amount specified in the
ASBA Form in the ASBA Account maintained with the SCSBs.
(m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalisation of the Basis of
Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue
Account, or until withdrawal or failure of the Issue, or until withdrawal or rejection of the Bid, as the case
may be.
(n) SCSBs bidding in the Issue must apply through an Account maintained with any other SCSB; else their Bids
are liable to be rejected.
4.1.7.2.1 Unblocking of ASBA Account
(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue may
provide the following details to the controlling branches of each SCSB, along with instructions to unblock
the relevant bank accounts and for successful applications transfer the requisite money to the Public Issue
Account designated for this purpose, within the specified timelines: (i) the number of Equity Shares to be
Allotted against each Bid, (ii) the amount to be transferred from the relevant bank account to the Public Issue
Account, for each Bid, (iii) the date by which funds referred to in (ii) above may be transferred to the Public
Issue Account, and (iv) details of rejected Bids, if any, to enable the SCSBs to unblock the respective bank
accounts.
555
(b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the requisite amount
against each successful Bidder to the Public Issue Account and may unblock the excess amount, if any, in the
ASBA Account.
(c) In the event of withdrawal or rejection of the ASBA Form and for unsuccessful Bids, the Registrar to the
Issue may give instructions to the SCSB to unblock the Bid Amount in the relevant ASBA Account within
six Working Days of the Bid/Issue Closing Date.
4.1.7.3 Discount (if applicable)
(a) The Discount is stated in absolute rupee terms.
(b) Bidders applying under RIB category, Retail Individual Shareholder and employees are only eligible for
discount. For Discounts offered in the Issue, Bidders may refer to the RHP/Prospectus.
(c) The Bidders entitled to the applicable Discount in the Issue may block the Bid Amount less Discount.
Bidder may note that in case the net amount blocked (post Discount) is more than two lakh Rupees, the Bidding system
automatically considers such applications for allocation under Non-Institutional Category. These applications are
neither eligible for Discount nor fall under RIB category.
4.1.8 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS
(a) Only the First Bidder/Applicant is required to sign the Bid cum Application Form/ Application Form.
Bidders/Applicants should ensure that signatures are in one of the languages specified in the Eighth Schedule
to the Constitution of India.
(b) If the ASBA Account is held by a person or persons other than the Bidder/Applicant, then the Signature of
the ASBA Account holder(s) is also required.
(c) The signature has to be correctly affixed in the authorisation/undertaking box in the Bid cum Application
Form/Application Form, or an authorisation has to be provided to the SCSB via the electronic mode, for
blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application
Form/Application Form.
(d) Bidders/Applicants must note that Bid cum Application Form/Application Form without signature of
Bidder/Applicant and/or ASBA Account holder is liable to be rejected.
4.1.9 ACKNOWLEDGEMENT AND FUTURE COMMUNICATION
(a) Bidders should ensure that they receive the Acknowledgment Slip duly signed and stamped by the Designated
Intermediary, as applicable, for submission of the ASBA Form.
(b) All communications in connection with Bids made in the Issue may be addressed to the Registrar to the Issue
with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted.
The Bidder should give full details such as name of the sole or first Bidder/Applicant, Bid cum Application
Form number, Bidders/Applicants DP ID, Client ID, PAN, date of the submission of Bid cum Application
Form, address of the Bidder, number of the Equity Shares applied for and the name and address of the
Designated Intermediary where the Bid cum Application Form was submitted by the Bidder.
Further, the investor shall also enclose a copy of the Acknowledgment Slip duly received from the Designated
Intermediaries in addition to the information mentioned hereinabove.
For further details, Bidder/Applicant may refer to the RHP/Prospectus and the Bid cum Application Form.
4.2 INSTRUCTIONS FOR FILING THE REVISION FORM
(a) During the Bid/Issue Period, any Bidder/Applicant (other than QIBs and NIBs, who can only revise their bid
upwards) who has registered his or her interest in the Equity Shares at a particular price level is free to revise
his or her Bid within the Price Band using the Revision Form, which is a part of the Bid cum Application
Form.
(b) RIB may revise their bids or withdraw their Bids till the Bid/Issue Closing Date.
(c) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the Revision
Form.
556
(d) The Bidder/Applicant can make this revision any number of times during the Bid/Issue Period. However, for
any revision(s) in the Bid, the Bidders/Applicants will have to use the services of the same Designated
Intermediary through which such Bidder/Applicant had placed the original Bid. Bidders/Applicants are
advised to retain copies of the blank Revision Form and the Bid(s) must be made only in such Revision Form
or copies thereof.
A sample revision form is reproduced below:
557
Instructions to fill each field of the Revision Form can be found on the reverse side of the Revision Form. Other than
instructions already highlighted at paragraph 4.1 above, point wise instructions regarding filling up various fields of
the Revision Form are provided below:
4.2.1 FIELDS 1, 2 AND 3: NAME AND CONTACT DETAILS OF SOLE/FIRST BIDDER/APPLICANTS, PAN OF
SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY ACCOUNT DETAILS OF THE
BIDDER/APPLICANT
Bidders/Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.
4.2.2 FIELD 4 & 5: BID OPTIONS REVISION FROM AND TO
(a) Apart from mentioning the revised options in the Revision Form, the Bidder/Applicant must also mention the
details of all the bid options given in his or her Bid cum Application Form or earlier Revision Form. For
example, if a Bidder/Applicant has Bid for three options in the Bid cum Application Form and such
Bidder/Applicant is changing only one of the options in the Revision Form, the Bidder/Applicant must still
fill the details of the other two options that are not being revised, in the Revision Form. The Designated
Intermediaries may not accept incomplete or inaccurate Revision Forms.
(b) In case of revision, Bid options should be provided by Bidders/Applicants in the same order as provided in
the Bid cum Application Form.
(c) In case of revision of Bids by RIBs, Employees and Retail Individual Shareholders, such Bidders/Applicants
should ensure that the Bid Amount, subsequent to revision, does not exceed 200,000. In case the Bid Amount
exceeds 200,000 due to revision of the Bid or for any other reason, the Bid may be considered, subject to
eligibility, for allocation under the Non-Institutional Category, not being eligible for Discount (if applicable)
and such Bid may be rejected if it is at the Cut-off Price. The Cut-off Price option is given only to the RIBs,
Employees and Retail Individual Shareholders indicating their agreement to Bid for and purchase the Equity
Shares at the Issue Price as determined at the end of the Book Building Process.
(d) In case the total amount (i.e., original Bid Amount plus additional payment) exceeds 200,000, the Bid will
be considered for allocation under the Non-Institutional Category in terms of the RHP/Prospectus. If,
however, the RIB does not either revise the Bid or make additional payment and the Issue Price is higher than
the cap of the Price Band prior to revision, the number of Equity Shares Bid, where possible. shall be adjusted
downwards for the purpose of allocation, such that no additional payment would be required from the RIB
and the RIB is deemed to have approved such revised Bid at Cut-off Price.
(e) In case of a downward revision in the Price Band, RIBs and Bids by Employees under the Reservation Portion,
who have bid at the Cut-off Price could either revise their Bid or the excess amount paid at the time of Bidding
may be unblocked after the allotment is finalised.
4.2.3 FIELD 6: PAYMENT DETAILS
(a) All Bidders/Applicants are required to authorise that the full Bid Amount (less Discount (if applicable) is
blocked. In case of Bidders/Applicants specifying more than one Bid Option in the Bid cum Application
Form, the total Bid Amount may be calculated for the highest of three options at net price, i.e. Bid price less
discount offered, if any.
(b) Bidder/Applicants may issue instructions to block the revised amount based on cap of the revised Price Band
(adjusted for the Discount (if applicable) in the ASBA Account, to the same Designated Intermediary through
whom such Bidder/Applicant had placed the original Bid to enable the relevant SCSB to block the additional
Bid Amount, if any.
(c) In case the total amount (i.e., original Bid Amount less discount (if applicable) plus additional payment)
exceeds 200,000, the Bid may be considered for allocation under the Non-Institutional Category in terms of
the RHP/Prospectus. If, however, the Bidder/Applicant does not either revise the Bid or make additional
payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity
Shares Bid for, where possible, may be adjusted downwards for the purpose of Allotment, such that additional
amount is required blocked and the Bidder/Applicant is deemed to have approved such revised Bid at the
Cut-off Price.
(d) In case of a downward revision in the Price Band, RIBs, Employees and Retail Individual Shareholders, who
have bid at the Cut-off Price, could either revise their Bid or the excess amount blocked at the time of Bidding
may be unblocked after the finalisation of basis of allotment.
558
4.2.4 FIELDS 7 : SIGNATURES AND ACKNOWLEDGEMENTS
Bidders/Applicants may refer to instructions contained at paragraphs 4.1.8 and 4.1.9 for this purpose.
4.3 INSTRUCTIONS FOR FILING APPLICATION FORM IN ISSUES MADE OTHER THAN THROUGH THE
BOOK BUILDING PROCESS (FIXED PRICE ISSUE)
4.3.1 FIELDS 1, 2, 3 NAME AND CONTACT DETAILS OF SOLE/FIRST BIDDER/APPLICANT, PAN OF

SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY ACCOUNT DETAILS OF THE
BIDDER/APPLICANT
Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.
4.3.2 FIELD 4: PRICE, APPLICATION QUANTITY & AMOUNT
(a) The Issuer may mention Issue Price or Price Band in the draft Prospectus. However a prospectus registered
with RoC contains one price or coupon rate (as applicable).
(b) Minimum Application Value and Bid Lot: The Issuer in consultation with the Lead Manager may decide
the minimum number of Equity Shares for each Bid to ensure that the minimum application value is within
the range of 10,000 to 15,000. The minimum Lot size is accordingly determined by an Issuer on basis of
such minimum application value.
(c) Applications by RIBs, Employees and Retail Individual Shareholders, must be for such number of shares so
as to ensure that the application amount payable does not exceed 200,000.
(d) Applications by other investors must be for such minimum number of shares such that the application amount
exceeds 200,000 and in multiples of such number of Equity Shares thereafter, as may be disclosed in the
application form and the Prospectus, or as advertised by the Issuer, as the case may be.
(e) An application cannot be submitted for more than the Issue size.
(f) The maximum application by any Applicant should not exceed the investment limits prescribed for them
under the applicable laws.
(g) Multiple Applications: An Applicant should submit only one Application Form. Submission of a second
Application Form to either the same or other SCSB and duplicate copies of Application Forms bearing the
same application number shall be treated as multiple applications and are liable to be rejected.
(h) Applicants are requested to note the following procedures may be followed by the Registrar to the Issue to
detect multiple applications:
i. All applications may be checked for common PAN as per the records of the Depository. For Applicants
other than Mutual Funds, Applications bearing the same PAN may be treated as multiple applications
by an Applicant and may be rejected.
ii. For applications from Mutual Funds, submitted under the same PAN, as well as Applications on behalf
of the PAN Exempted Applicants, the Application Forms may be checked for common DP ID and
Client ID. In any such applications which have the same DP ID and Client ID, these may be treated as
multiple applications and may be rejected.
(i) The following applications may not be treated as multiple Bids:
i. Applications by Reserved Categories in their respective reservation portion as well as that made by
them in the Issue portion in public category.
ii. Separate applications by Mutual Funds in respect of more than one scheme of the Mutual Fund
provided that the Applications clearly indicate the scheme for which the Bid has been made.
iii. Applications by Mutual Funds submitted with the same PAN but with different beneficiary account
numbers, Client IDs and DP IDs.
4.3.3 FIELD NUMBER 5 : CATEGORY OF APPLICANTS
(a) The categories of applicants identified as per the SEBI ICDR Regulations, 2009 for the purpose of Bidding,
allocation and Allotment in the Issue are RIBs, individual applicants other than RIBs and other investors
(including corporate bodies or institutions, irrespective of the number of specified securities applied for).
559
(b) An Issuer can make reservation for certain categories of Applicants permitted under the SEBI ICDR
Regulations, 2009. For details of any reservations made in the Issue, applicants may refer to the Prospectus.
(c) The SEBI ICDR Regulations, 2009 specify the allocation or Allotment that may be made to various categories
of applicants in an Issue depending upon compliance with the eligibility conditions. Details pertaining to
allocation are disclosed on reverse side of the Revision Form. For Issue specific details in relation to allocation
applicant may refer to the Prospectus.
4.3.4 FIELD NUMBER 6: INVESTOR STATUS
Applicants should refer to instructions contained in paragraphs 4.1.6.
4.3.5 FIELD 7: PAYMENT DETAILS
(a) All Applicants (other than Anchor Investors) are required to make use of ASBA for applying in the Issue
(b) Application Amount cannot be paid in cash, through money order, cheque, demand draft or through postal
order or through stock invest.
4.3.5.1 Payment instructions for Applicants
Applicants should refer to instructions contained in paragraphs 4.1.7.2.
4.3.5.2 Unblocking of ASBA Account
Applicants should refer to instructions contained in paragraphs 4.1.7.2.1.
4.3.5.3 Discount (if applicable)
Applicants should refer to instructions contained in paragraphs 4.1.7.3.
4.3.6 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS & ACKNOWLEDGEMENT AND
FUTURE COMMUNICATION
Applicants should refer to instructions contained in paragraphs 4.1.8 & 4.1.9.
4.4 SUBMISSION OF BID CUM APPLICATION FORM/APPLICATION FORM/REVISION FORM
4.4.1 Bidders/Applicants may submit completed Bid cum application form/Revision Form in the following manner:-
Mode of Application Submission of Bid cum Application Form
Anchor Investors 1) To the Book Running Lead Managers at the locations mentioned in the
Application Form Anchor Investors Application Form
ASBA Form (a) To members of the Syndicate in the Specified Locations or Registered
Brokers at the Broker Centres or the RTA at the Designated RTA Location or
the DP at the Designated DP Location
(b) To the Designated Branches of the SCSBs
(a) Bidders/Applicants should submit the Revision Form to the same Designated Intermediary through which
such Bidder/Applicant had placed the original Bid.
(b) Upon submission of the Bid cum Application Form, the Bidder/Applicant will be deemed to have authorized
the Issuer to make the necessary changes in the RHP and the Bid cum Application Form as would be required
for filing Prospectus with the RoC and as would be required by the RoC after such filing, without prior or
subsequent notice of such changes to the relevant Bidder/Applicant.
(c) Upon determination of the Issue Price and filing of the Prospectus with the RoC, the Bid cum Application
Form will be considered as the application form.
SECTION 5: ISSUE PROCEDURE IN BOOK BUILT ISSUE
Book Building, in the context of the Issue, refers to the process of collection of Bids within the Price Band or above the Floor
Price and determining the Issue Price based on the Bids received as detailed in Schedule XI of SEBI ICDR Regulations, 2009.
560
The Issue Price is finalised after the Bid/Issue Closing Date. Valid Bids received at or above the Issue Price are considered for
allocation in the Issue, subject to applicable regulations and other terms and conditions.
5.1 SUBMISSION OF BIDS
(a) During the Bid/Issue Period, Bidders/Applicants may approach any of the Designated Intermediaries to
register their Bids. Anchor Investors who are interested in subscribing for the Equity Shares should approach
the Book Running Lead Manager, to register their Bid.
(b) In case of Bidders/Applicants (excluding NIIs, NIBs and QIBs) Bidding at Cut-off Price, the
Bidders/Applicants may instruct the SCSBs to block Bid Amount based on the Cap Price less discount (if
applicable).
(c) For details of the timing on acceptance and upload of Bids in the Stock Exchanges Platform
Bidders/Applicants are requested to refer to the RHP.
5.2 ELECTRONIC REGISTRATION OF BIDS
(a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building
on a regular basis before the closure of the issue.
(b) On the Bid/Issue Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in this Red Herring Prospectus.
(c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The
Designated Intermediaries are given till 1 p.m. on the next Working Day following the Bid/Issue Closing
Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Issue Period after which
the Stock Exchange(s) send the bid information to the Registrar to the Issue for further processing.
5.3 BUILD UP OF THE BOOK
(a) Bids received from various Bidders/Applicants through the Designated Intermediaries may be electronically
uploaded on the Bidding Platform of the Stock Exchanges on a regular basis. The book gets built up at
various price levels. This information may be available with the BRLMs at the end of the Bid/Issue Period.
(b) Based on the aggregate demand and price for Bids registered on the Stock Exchanges Platform, a graphical
representation of consolidated demand and price as available on the websites of the Stock Exchanges may be
made available at the Bidding Centres during the Bid/Issue Period.
5.4 WITHDRAWAL OF BIDS
(a) RIBs can withdraw their Bids until Bid/Issue Closing Date. In case a RIB wishes to withdraw the Bid during
the Bid/Issue Period, the same can be done by submitting a request for the same to the concerned Designated
Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in the ASBA Account.
(b) The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account upon or after
the finalisation of basis of allotment. QIBs and NIBs can neither withdraw nor lower the size of their Bids at
any stage.
5.5 REJECTION & RESPONSIBILITY FOR UPLOAD OF BIDS
(a) The Designated Intermediaries are individually responsible for the acts, mistakes or errors or omission in
relation to:
i. the Bids accepted by the Designated Intermediary,
ii. the Bids uploaded by the Designated Intermediary, and
iii. the Bid cum application forms accepted but not uploaded by the Designated Intermediary.
(b) The BRLMs and their affiliate Syndicate Member, as the case may be, may reject Bids if all information
required is not provided and the Bid cum Application Form is incomplete in any respect.
(c) The SCSBs shall have no right to reject Bids, except in case of unavailability of adequate funds in the ASBA
account or on technical grounds.
561
(d) In case of QIB Bidders, only the (i) SCSBs (for Bids other than the Bids by Anchor Investors); and (ii)
BRLMs and their affiliate Syndicate Member (only in the Specified Locations) have the right to reject bids.
However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for
such rejection in writing.
(e) All bids by QIBs, NIBs & RIBs Bidders can be rejected on technical grounds listed herein.
5.5.1 GROUNDS FOR TECHNICAL REJECTIONS
Bid cum Application Forms/Application Forms can be rejected on the below mentioned technical grounds either at the
time of their submission to any of the Designated Intermediaries, or at the time of finalisation of the Basis of Allotment.
Bidders/Applicants are advised to note that the Bids/Applications are liable to be rejected, which have been detailed
at various places in this GID:-
(a) Bid/Application by persons not competent to contract under the Indian Contract Act, 1872, as amended, (other
than minors having valid Depository Account as per Demographic Details provided by Depositories);
(b) Bids/Applications by OCBs;
(c) In case of partnership firms, Bid/Application for Equity Shares made in the name of the firm. However, a
limited liability partnership can apply in its own name;
(d) In case of Bids/Applications under power of attorney or by limited companies, corporate, trust, etc., relevant
documents are not being submitted along with the Bid cum application form;
(e) Bids/Applications by persons prohibited from buying, selling or dealing in the shares directly or indirectly by
SEBI or any other regulatory authority;
(f) Bids/Applications by any person outside India if not in compliance with applicable foreign and Indian laws;
(g) PAN not mentioned in the Bid cum Application Form/Application Forms except for Bids/Applications by or
on behalf of the Central or State Government and officials appointed by the court and by the investors residing
in the State of Sikkim, provided such claims have been verified by the Depository Participant;
(h) In case no corresponding record is available with the Depositories that matches the DP ID, the Client ID and
the PAN;
(i) Bids/Applications for lower number of Equity Shares than the minimum specified for that category of
investors;
(j) Bids/Applications at a price less than the Floor Price & Bids/Applications at a price more than the Cap Price;
(k) Bids/Applications at Cut-off Price by NIBs and QIBs;
(l) The amounts mentioned in the Bid cum Application Form/Application Forms do not tally with the amount
payable for the value of the Equity Shares Bid/Applied for;
(m) Bids/Applications for amounts greater than the maximum permissible amounts prescribed by the regulations;
(n) Submission of more than five ASBA Forms/Application Forms per ASBA Account;
(o) Bids/Applications for number of Equity Shares which are not in multiples Equity Shares as specified in the
RHP;
(p) Multiple Bids/Applications as defined in this GID and the RHP/Prospectus;
(q) Bids not uploaded in the Stock Exchanges bidding system.
(r) Inadequate funds in the bank account to block the Bid/Application Amount specified in the ASBA
Form/Application Form at the time of blocking such Bid/Application Amount in the bank account;
(s) Where no confirmation is received from SCSB for blocking of funds;
(t) Bids/Applications by Bidders (other than Anchor Investors) not submitted through ASBA process;
(u) Bids/Applications not uploaded on the terminals of the Stock Exchanges;
562
(v) Bids/Applications submitted to Designated Intermediaries at locations other than the Bidding Centers or to
the Escrow Collecting Banks (assuming that such bank is not a SCSB where the ASBA Account is
maintained), to the Issuer or the Registrar to the Issue;
(w) Bids/Applications by SCSBs wherein a separate account in its own name held with any other SCSB is not
mentioned as the ASBA Account in the Bid cum Application Form/Application Form.
5.6 BASIS OF ALLOCATION
(a) The SEBI ICDR Regulations, 2009 specify the allocation or Allotment that may be made to various categories
of Bidders/Applicants in an Issue depending on compliance with the eligibility conditions. Certain details
pertaining to the percentage of Issue size available for allocation to each category is disclosed overleaf of the
Bid cum Application Form and in the RHP/Prospectus. For details in relation to allocation, the
Bidder/Applicant may refer to the RHP/Prospectus.
(b) Under-subscription in any category (except QIB Portion) is allowed to be met with spill-over from any other
category or combination of categories at the discretion of the Issuer and in consultation with the BRLMs and
the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations, 2009. Unsubscribed
portion in QIB Category is not available for subscription to other categories.
(c) In case of under subscription in the Issue, spill-over to the extent of such under-subscription may be permitted
from the Reserved Portion to the Issue. For allocation in the event of an under-subscription applicable to the
Issuer, Bidders/Applicants may refer to the RHP.
(d) Illustration of the Book Building and Price Discovery Process
Bidders should note that this example is solely for illustrative purposes and is not specific to the Issue; it also
excludes Bidding by Anchor Investors.
Bidders can bid at any price within the price band. For instance, assume a price band of 20 to 24 per share,
issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the table
below. The illustrative book given below shows the demand for the equity shares of the issuer company at
various prices and is collated from bids received from various investors.
Bid Quantity Bid Price () Cumulative Quantity Subscription

500 24 500 16.70%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.70%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the issuer is able to
issue the desired number of equity shares is the price at which the book cuts off, i.e., 22.00 in the above
example. The issuer, in consultation with the book running lead managers, will finalise the issue price at or
below such cut-off price, i.e., at or below 22.00. All bids at or above this issue price and cut-off bids are
valid bids and are considered for allocation in the respective categories.
(e) Alternate Method of Book Building
In case of FPOs, Issuers may opt for an alternate method of Book Building in which only the Floor Price is
specified for the purposes of Bidding (Alternate Book Building Process).
The Issuer may specify the Floor Price in the RHP or advertise the Floor Price at least one Working Day prior
to the Bid/Issue Opening Date. QIBs may Bid at a price higher than the Floor Price and the Allotment to the
QIBs is made on a price priority basis. The Bidder with the highest Bid Amount is allotted the number of
Equity Shares Bid for and then the second highest Bidder is Allotted Equity Shares and this process continues
until all the Equity Shares have been allotted. RIBs, NIBs and Employees are Allotted Equity Shares at the
Floor Price and Allotment to these categories of Bidders is made proportionately. If the number of Equity
Shares Bid for at a price is more than available quantity then the Allotment may be done on a proportionate
basis. Further, the Issuer may place a cap either in terms of number of specified securities or percentage of
issued capital of the Issuer that may be Allotted to a single Bidder, decide whether a Bidder be allowed to
revise the bid upwards or downwards in terms of price and/or quantity and also decide whether a Bidder be
allowed single or multiple bids.
563
SECTION 6: ISSUE PROCEDURE IN FIXED PRICE ISSUE
Applicants may note that there is no Bid cum Application Form in a Fixed Price Issue. As the Issue Price is mentioned in
the Fixed Price Issue therefore on filing of the Prospectus with the RoC, the Application so submitted is considered as the
application form.
Applicants may only use the specified Application Form for the purpose of making an Application in terms of the Prospectus
which may be submitted through the Designated Intermediary.
Applicants may submit an Application Form either in physical form to the any of the Designated Intermediaries or in the
electronic form to the SCSB or the Designated Branches of the SCSBs authorising blocking of funds that are available in the
bank account specified in the Application Form only (ASBA Account). The Application Form is also made available on the
websites of the Stock Exchanges at least one day prior to the Bid/Issue Opening Date.
In a fixed price issue, allocation in the net offer to the public category is made as follows: minimum fifty per cent to Retail
Individual Bidders; and remaining to (i) individual investors other than Retail Individual Bidders; and (ii) other Applicants
including corporate bodies or institutions, irrespective of the number of specified securities applied for. The unsubscribed
portion in either of the categories specified above may be allocated to the Applicants in the other category.
For details of instructions in relation to the Application Form, Bidders/Applicants may refer to the relevant section of the GID.
SECTION 7: ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The Allotment of Equity Shares to Bidders/Applicants other than Retail Individual Bidders and Anchor Investors may be on
proportionate basis. For Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to RHP/Prospectus. No Retail
Individual Bidder will be Allotted less than the minimum Bid Lot subject to availability of shares in Retail Individual Bidder
Category and the remaining available shares, if any will be Allotted on a proportionate basis. The Issuer is required to receive
a minimum subscription of 90% of the Net Issue (excluding any Offer for Sale of specified securities). However, in case the
Issue is in the nature of Offer for Sale only, then minimum subscription may not be applicable.
7.1 ALLOTMENT TO RIBs
Bids received from the RIBs at or above the Issue Price may be grouped together to determine the total demand under
this category. If the aggregate demand in this category is less than or equal to the Retail Category at or above the Issue
Price, full Allotment may be made to the RIBs to the extent of the valid Bids. If the aggregate demand in this category
is greater than the allocation to in the Retail Category at or above the Issue Price, then the maximum number of RIBs
who can be Allotted the minimum Bid Lot will be computed by dividing the total number of Equity Shares available
for Allotment to RIBs by the minimum Bid Lot (Maximum RIB Allottees). The Allotment to the RIBs will then
be made in the following manner:
(a) In the event the number of RIBs who have submitted valid Bids in the Issue is equal to or less than Maximum
RIB Allottees, (i) all such RIBs shall be Allotted the minimum Bid Lot; and (ii) the balance available Equity
Shares, if any, remaining in the Retail Category shall be Allotted on a proportionate basis to the RIBs who
have received Allotment as per (i) above for the balance demand of the Equity Shares Bid by them (i.e. who
have Bid for more than the minimum Bid Lot).
(b) In the event the number of RIBs who have submitted valid Bids in the Issue is more than Maximum RIB
Allottees, the RIBs (in that category) who will then be Allotted minimum Bid Lot shall be determined on the
basis of draw of lots.
7.2 ALLOTMENT TO NIBS
Bids received from NIBs at or above the Issue Price may be grouped together to determine the total demand under this
category. The Allotment to all successful NIBs may be made at or above the Issue Price. If the aggregate demand in
this category is less than or equal to the Non-Institutional Category at or above the Issue Price, full Allotment may be
made to NIBs to the extent of their demand. In case the aggregate demand in this category is greater than the Non-
Institutional Category at or above the Issue Price, Allotment may be made on a proportionate basis up to a minimum
of the Non-Institutional Category.
7.3 ALLOTMENT TO QIBs
For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR Regulations, 2009
or RHP/Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the
Issue Price may be grouped together to determine the total demand under this category. The QIB Category may be
available for Allotment to QIBs who have Bid at a price that is equal to or greater than the Issue Price. Allotment may
be undertaken in the following manner:
564
(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Category may be determined as
follows: (i) In the event that Bids by Mutual Fund exceeds 5% of the QIB Category, allocation to Mutual
Funds may be done on a proportionate basis for up to 5% of the QIB Category; (ii) In the event that the
aggregate demand from Mutual Funds is less than 5% of the QIB Category then all Mutual Funds may get
full Allotment to the extent of valid Bids received above the Issue Price; and (iii) Equity Shares remaining
unsubscribed, if any and not allocated to Mutual Funds may be available for Allotment to all QIBs as set out
at paragraph 7.4(b) below;
(b) In the second instance, Allotment to all QIBs may be determined as follows: (i) In the event of
oversubscription in the QIB Category, all QIBs who have submitted Bids above the Issue Price may be
Allotted Equity Shares on a proportionate basis for up to 95% of the QIB Category; (ii) Mutual Funds, who
have received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are
eligible to receive Equity Shares on a proportionate basis along with other QIBs; and (iii) Under-subscription
below 5% of the QIB Category, if any, from Mutual Funds, may be included for allocation to the remaining
QIBs on a proportionate basis.
7.4 ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)
(a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at the discretion
of the issuer in consultation with the BRLMs, subject to compliance with the following requirements:
i. not more than 60% of the QIB Category will be allocated to Anchor Investors;
ii. one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above the price at which allocation is
being done to other Anchor Investors; and
iii. allocation to Anchor Investors shall be on a discretionary basis and subject to:
a maximum number of two Anchor Investors for allocation up to 100 million;
a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors
for allocation of more than 100 million and up to 2,500 million subject to minimum
Allotment of 50 million per such Anchor Investor; and
a minimum number of five Anchor Investors and maximum number of 15 Anchor Investors
for allocation of more than 2,500 million, and an additional 10 Anchor Investors for every
additional 2,500 million or part thereof, subject to minimum Allotment of 50 million per
such Anchor Investor.
(b) An Anchor Investor shall make an application of a value of at least 100 million in the Issue.
(c) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received
from Anchor Investors. Based on the physical book and at the discretion of the Issuer in consultation with the
BRLMs, selected Anchor Investors will be sent a CAN and if required, a revised CAN.
(d) In the event that the Issue Price is higher than the Anchor Investor Allocation Price: Anchor Investors
will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity Shares
allocated to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors
are then required to pay any additional amounts, being the difference between the Issue Price and the Anchor
Investor Allocation Price, as indicated in the revised CAN within the pay-in date referred to in the revised
CAN. Thereafter, the Allotment Advice will be issued to such Anchor Investors.
(e) In the event the Issue Price is lower than the Anchor Investor Allocation Price: Anchor Investors who
have been Allotted Equity Shares will directly receive Allotment Advice.
7.5 BASIS OF ALLOTMENT FOR QIBs (OTHER THAN ANCHOR INVESTORS), NIBs AND RESERVED
CATEGORY IN CASE OF OVER-SUBSCRIBED ISSUE
In the event of the Issue being over-subscribed, the Issuer may finalise the Basis of Allotment in consultation with the
Designated Stock Exchange in accordance with the SEBI ICDR Regulations, 2009.
The allocation may be made in marketable lots, on a proportionate basis as explained below:
565
(a) Bidders may be categorized according to the number of Equity Shares applied for;
(b) The total number of Equity Shares to be Allotted to each category as a whole may be arrived at on a
proportionate basis, which is the total number of Equity Shares applied for in that category (number of Bidders
in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-
subscription ratio;
(c) The number of Equity Shares to be Allotted to the successful Bidders may be arrived at on a proportionate
basis, which is total number of Equity Shares applied for by each Bidder in that category multiplied by the
inverse of the over-subscription ratio;
(d) In all Bids where the proportionate Allotment is less than the minimum Bid Lot decided per Bidder, the
Allotment may be made as follows: the successful Bidders out of the total Bidders for a category may be
determined by a draw of lots in a manner such that the total number of Equity Shares Allotted in that category
is equal to the number of Equity Shares calculated in accordance with (b) above; and each successful Bidder
may be Allotted a minimum of such Equity Shares equal to the minimum Bid Lot finalised by the Issuer;
(e) If the proportionate Allotment to a Bidder is a number that is more than the minimum Bid lot but is not a
multiple of one (which is the marketable lot), the decimal may be rounded off to the higher whole number if
that decimal is 0.5 or higher. If that number is lower than 0.5 it may be rounded off to the lower whole number.
Allotment to all Bidders in such categories may be arrived at after such rounding off; and
(f) If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares
Allotted to the Bidders in that category, the remaining Equity Shares available for Allotment may be first
adjusted against any other category, where the Allotted Equity Shares are not sufficient for proportionate
Allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after such
adjustment may be added to the category comprising Bidders applying for minimum number of Equity Shares.
7.6 DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES
(a) Designated Date: On the Designated Date, the Escrow Collection Banks shall transfer the funds represented
by allocation of Equity Shares to Anchor Investors from the Escrow Account, as per the terms of the Escrow
Agreement, into the Public Issue Account with the Banker to the Issue. The balance amount after transfer to
the Public Issue Account shall be transferred to the Refund Account. Payments of refund to the Bidders
applying in the Anchor Investor Portion shall be made from the Refund Account as per the terms of the
Escrow Agreement and the RHP. On the Designated Date, the Registrar to the Issue shall instruct the SCSBs
to transfer funds represented by allocation of Equity Shares from ASBA Accounts into the Public Issue
Account.
(b) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated Stock Exchange,
the Registrar shall upload the same on its website. On the basis of the approved Basis of Allotment, the Issuer
shall pass necessary corporate action to facilitate the Allotment and credit of Equity Shares.
Bidders/Applicants are advised to instruct their Depository Participant to accept the Equity Shares that may
be allotted to them pursuant to the Issue.
Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice to the
Bidders/Applicants who have been Allotted Equity Shares in the Issue.
(c) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.
(d) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) credit of shares to the successful
Bidders/Applicants Depository Account will be completed within six Working Days of the Bid/Issue Closing
Date.
SECTION 8: INTEREST AND REFUNDS
8.1 COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING
The Issuer shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges are taken within six Working Days of the Bid/Issue Closing Date. The Registrar to
the Issue may initiate corporate action for credit to Equity Shares the beneficiary account with Depositories, within
six Working Days of the Bid/Issue Closing Date.
566
8.2 GROUNDS FOR REFUND
8.2.1 NON RECEIPT OF LISTING PERMISSION
An Issuer makes an application to the Stock Exchange(s) for permission to deal in/list and for an official quotation of
the Equity Shares. All the Stock Exchanges from where such permission is sought are disclosed in RHP/Prospectus.
The Designated Stock Exchange may be as disclosed in the RHP/Prospectus with which the Basis of Allotment may
be finalised.
If the Issuer fails to make application to the Stock Exchange(s) or obtain permission for listing of the Equity Shares,
in accordance with the provisions of Section 40 of the Companies Act, 2013, the Issuer shall be punishable with a fine
which shall not be less than 5 lakhs but which may extend to 50 lakhs and every officer of the Issuer who is in default
shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less
than 50,000 but which may extend to 3 lakhs, or with both.
If the permissions to deal in and an official quotation of the Equity Shares are not granted by any of the Stock
Exchange(s), the Issuer may forthwith take steps to refund, without interest, all moneys received from
Bidders/Applicants.
If such money is not refunded to the Bidders/Applicants within the prescribed time after the Issuer becomes liable to
repay it, then the Issuer and every director of the Issuer who is an officer in default may, on and from such expiry of
such period, be liable to repay the money, with interest at such rate, as disclosed in the RHP/Prospectus.
8.2.2 NON RECEIPT OF MINIMUM SUBSCRIPTION
If the Issuer does not receive a minimum subscription of 90% of the Net Issue (excluding any offer for sale of specified
securities), including devolvement to the Underwriters, the Issuer may forthwith, take steps to unblock the entire
subscription amount received within six Working Days of the Bid/Issue Closing Date and repay, without interest, all
moneys received from Anchor Investors. In case the Issue is in the nature of Offer for Sale only, then minimum
subscription may not be applicable. In case of under-subscription in the Issue involving a Fresh Issue and an Offer for
Sale, the Equity Shares in the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer for Sale.
If there is a delay beyond the prescribed time after the Issuer becomes liable to pay the amount received from Bidders,
then the Issuer and every director of the Issuer who is an officer in default may on and from expiry of 15 Working
Days, be jointly and severally liable to repay the money, with interest at the rate of 15% per annum in accordance with
the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended.
8.2.3 MINIMUM NUMBER OF ALLOTTEES
The Issuer may ensure that the number of prospective Allottees to whom Equity Shares may be Allotted may not be
less than 1,000 failing which the entire application monies may be refunded forthwith.
8.2.4 IN CASE OF ISSUES MADE UNDER COMPULSORY BOOK BUILDING
In case an Issuer not eligible under Regulation 26(1) of the SEBI ICDR Regulations, 2009 comes for an Issue under
Regulation 26(2) of SEBI (ICDR) Regulations, 2009 but fails to Allot at least 75% of the Net Issue to QIBs, in such
case full subscription money is to be refunded.
8.3 MODE OF REFUND
(a) In case of ASBA Bids: Within six Working Days of the Bid/Issue Closing Date, the Registrar to the Issue
may give instructions to SCSBs for unblocking the amount in ASBA Accounts for unsuccessful Bids or for
any excess amount blocked on Bidding.
(b) In case of Anchor Investors: Within six Working Days of the Bid/Issue Closing Date, the Registrar to the
Issue may dispatch the refund orders for all amounts payable to unsuccessful Anchor Investors.
(c) In case of Anchor Investors, the Registrar to the Issue may obtain from the depositories the Bidders bank
account details, including the MICR code, on the basis of the DP ID, Client ID and PAN provided by the
Anchor Investors in their Anchor Investor Application Forms for refunds. Accordingly, Anchor Investors are
advised to immediately update their details as appearing on the records of their depositories. Failure to do so
may result in delays in dispatch of refund orders or refunds through electronic transfer of funds, as applicable,
and any such delay may be at the Anchor Investors sole risk and neither the Issuer, the Registrar to the Issue,
the Escrow Collection Banks, or the Syndicate, may be liable to compensate the Anchor Investors for any
losses caused to them due to any such delay, or liable to pay any interest for such delay. Please note that
567
refunds shall be credited only to the bank account from which the Bid Amount was remitted to the Escrow
Bank.
8.3.1 Electronic mode of making refunds for Anchor Investors
The payment of refund, if any, may be done through various electronic modes as mentioned below:
(a) NACH National Automated Clearing House which is a consolidated system of ECS. Payment of refund
would be done through NACH for Applicants having an account at one of the centres specified by the RBI,
where such facility has been made available. This would be subject to availability of complete bank account
details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the depository.
The payment of refund through NACH is mandatory for Applicants having a bank account at any of the
centres where NACH facility has been made available by the RBI (subject to availability of all information
for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the
depositories), except where applicant is otherwise disclosed as eligible to get refunds through NEFT or Direct
Credit or RTGS.
(b) NEFTPayment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors
bank is NEFT enabled and has been assigned the Indian Financial System Code (IFSC), which can be
linked to the MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date
prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Anchor Investors
have registered their nine-digit MICR number and their bank account number while opening and operating
the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the
payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not
operationally feasible, the payment of refunds may be made through any one of the other modes as discussed
in this section;
(c) RTGSAnchor Investors having a bank account at any of the centers notified by SEBI where clearing houses
are managed by the RBI, may have the option to receive refunds, if any, through RTGS.
(d) Direct CreditAnchor Investors having their bank account with the Refund Banker may be eligible to
receive refunds, if any, through direct credit to such bank account;
Please note that refunds through the abovementioned modes shall be credited only to the bank account from which the
Bid Amount was remitted to the Escrow Bank.
For details of levy of charges, if any, for any of the above methods, Anchor Investors may refer to RHP/Prospectus.
8.4 INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND
The Issuer may pay interest at the rate of 15% per annum if Allotment is not made and the refund instructions have
not been given to the clearing system in the disclosed manner/instructions for unblocking of funds in the ASBA
Account are not dispatched within 15 days of the Bid/Issue Closing Date.
The Issuer may pay interest at 15% per annum for any delay beyond 15 days from the Bid/Issue Closing Date, if
Allotment is not made.
SECTION 9: GLOSSARY AND ABBREVIATIONS
Unless the context otherwise indicates or implies, certain definitions and abbreviations used in this document may have the
meaning as provided below. References to any legislation, act or regulation may be to such legislation, act or regulation as
amended from time to time.
Term Description
Allotment/Allot/Allotted The allotment of Equity Shares pursuant to the Issue to successful Bidders/Applicants
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders/Applicants who have been
Allotted Equity Shares after the Basis of Allotment has been approved by the designated
Stock Exchanges
Allottee An Bidder/Applicant to whom the Equity Shares are Allotted
568
Term Description
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance
with the requirements specified in SEBI ICDR Regulations, 2009 and this Red Herring
Prospectus.
Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
Form which will be considered as an application for Allotment in terms of this Red Herring
Prospectus and Prospectus
Anchor Investor Portion Up to 60% of the QIB Category which may be allocated by the Issuer in consultation with
the BRLMs, to Anchor Investors on a discretionary basis. One-third of the Anchor Investor
Portion is reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the price at which allocation is being done to Anchor
Investors
Application Supported by An application, whether physical or electronic, used by ASBA Bidders/Applicants, to make
Blocked Amount /ASBA a Bid and authorising an SCSB to block the Bid Amount in the specified bank account
maintained with such SCSB
Application Supported by An application form, whether physical or electronic, used by ASBA Bidders/Applicants,
Blocked Amount Form /ASBA which will be considered as the application for Allotment in terms of this Red Herring
Form Prospectus and the Prospectus
ASBA Account Account maintained with an SCSB which may be blocked by such SCSB to the extent of
the Bid Amount of the ASBA Bidder
ASBA Bidder All Bidders/Applicants except Anchor Investors
Banker(s) to the Issue/Escrow The banks which are clearing members and registered with SEBI as Banker to the Issue with
Collection Bank(s)/Collecting whom the Escrow Account for Anchor Investors may be opened, and as disclosed in the
Banker RHP/Prospectus and Bid cum Application Form of the Issuer
Basis of Allotment The basis on which the Equity Shares may be Allotted to successful Bidders/Applicants
under the Issue
Bid An indication to make an offer during the Bid/Issue Period by a prospective Bidder pursuant
to submission of Bid cum Application Form or during the Anchor Investor Bid/Issue Period
by the Anchor Investors, to subscribe for or purchase the Equity Shares of the Issuer at a
price within the Price Band, including all revisions and modifications thereto. In case of
issues undertaken through the fixed price process, all references to a Bid should be construed
to mean an Application
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form and
payable by the Bidder upon submission of the Bid (except for Anchor Investors), less
discounts (if applicable). In case of issues undertaken through the fixed price process, all
references to the Bid Amount should be construed to mean the Application Amount
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid/Issue Closing Date Except in the case of Anchor Investors (if applicable), the date after which the Designated
Intermediaries may not accept any Bids for the Issue, which may be notified in an English
national daily, a Hindi national daily and a regional language newspaper at the place where
the registered office of the Issuer is situated, each with wide circulation. Bidders/Applicants
may refer to the RHP/Prospectus for the Bid/Issue Closing Date
Bid/Issue Opening Date The date on which the Designated Intermediaries may start accepting Bids for the Issue,
which may be the date notified in an English national daily, a Hindi national daily and a
regional language newspaper at the place where the registered office of the Issuer is situated,
each with wide circulation. Bidders/Applicants may refer to the RHP/Prospectus for the
Bid/Issue Opening Date
569
Term Description
Bid/Issue Period Except in the case of Anchor Investors (if applicable), the period between the Bid/Issue
Opening Date and the Bid/Issue Closing Date inclusive of both days and during which
prospective ASBA Bidders/Applicants can submit their Bids, inclusive of any revisions
thereof. The Issuer may consider closing the Bid/Issue Period for QIBs one working day
prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations, 2009.
Bidders/Applicants may refer to the RHP/Prospectus for the Bid/Issue Period
Bidder/Applicant Any prospective investor who makes a Bid/Application pursuant to the terms of the
RHP/Prospectus and the Bid cum Application Form. In case of issues undertaken through
the fixed price process, all references to a Bidder/Applicants should be construed to mean
an Applicant
Book Built Process/Book The book building process as provided under SEBI ICDR Regulations, 2009, in terms of
Building Process/Book Building which the Issue is being made
Method
Broker Centres Broker centres notified by the Stock Exchanges, where Bidders/Applicants can submit the
ASBA Forms to a Registered Broker. The details of such broker centres, along with the
names and contact details of the Registered Brokers are available on the websites of the
Stock Exchanges.
BRLM(s)/Book Running Lead The Book Running Lead Manager to the Issue as disclosed in the RHP/Prospectus and the
Manager(s)/Lead Manager/LM Bid cum Application Form of the Issuer. In case of issues undertaken through the fixed price
process, all references to the Book Running Lead Manager should be construed to mean the
Lead Manager or LM
Business Day Monday to Saturday (except 2nd and 4th Saturday of a month and public holidays)
CAN/Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have
Allocation Note been allocated the Equity Shares, after the Anchor Investor Bid/Issue Period
Cap Price The higher end of the Price Band, above which the Issue Price and the Anchor Investor Issue
Price may not be finalised and above which no Bids may be accepted
Client ID Client Identification Number maintained with one of the Depositories in relation to demat
account
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Participant or CDPs and who is eligible to procure Bids at the Designated CDP Locations in terms of circular
no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Cut-off Price Issue Price, finalised by the Issuer in consultation with the Book Running Lead Manager(s),
which can be any price within the Price Band. Only RIBs, Retail Individual Shareholders
and employees are entitled to Bid at the Cut-off Price. No other category of
Bidders/Applicants are entitled to Bid at the Cut-off Price
DP Depository Participant
DP ID Depository Participants Identification Number
Depositories National Securities Depository Limited and Central Depository Services (India) Limited
Demographic Details Details of the Bidders/Applicants including the Bidder/Applicants address, name of the
Applicants father/husband, investor status, occupation and bank account details
Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Forms used by
Bidders/Applicants (excluding Anchor Investors) and a list of which is available on
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
570
Term Description
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms to Collecting
Depository Participants.
The details of such Designated CDP Locations, along with names and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms are available on the
respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com)
Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from the Escrow
Account and the amounts blocked by the SCSBs are transferred from the ASBA Accounts,
as the case may be, to the Public Issue Account or the Refund Account, as appropriate, after
the Prospectus is filed with the RoC, following which the board of directors may Allot
Equity Shares to successful Bidders/Applicants in the Fresh Issue may give delivery
instructions for the transfer of the Equity Shares constituting the Offer for Sale
Designated Intermediaries Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, CDPs and RTAs, who are
authorized to collect ASBA Forms from the ASBA Bidders, in relation to the Issue
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of the
RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock
Designated Stock Exchange The designated stock exchange as disclosed in the RHP/Prospectus of the Issuer
Discount Discount to the Issue Price that may be provided to Bidders/Applicants in accordance with
the SEBI ICDR Regulations, 2009.
Draft Prospectus The draft prospectus filed with SEBI in case of Fixed Price Issues and which may mention
a price or a Price Band
Employees Employees of an Issuer as defined under SEBI ICDR Regulations, 2009 and including, in
case of a new company, persons in the permanent and full time employment of the
promoting companies excluding the promoters and immediate relatives of the promoters.
For further details, Bidder/Applicant may refer to the RHP/Prospectus
Equity Shares Equity Shares of the Issuer
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the Anchor
Investors may transfer money through NEFT/RTGS/direct credit in respect of the Bid
Amount when submitting a Bid
Escrow Agreement Agreement to be entered into among the Issuer, the Registrar to the Issue, the Book Running
Lead Manager(s), the Escrow Collection Bank(s) and the Refund Bank(s) for collection of
the Bid Amounts from Anchor Investors and where applicable, remitting refunds of the
amounts collected to the Anchor Investors on the terms and conditions thereof
Escrow Collection Bank(s) Refer to definition of Banker(s) to the Issue
FCNR Account Foreign Currency Non-Resident Account
First Bidder/Applicant The Bidder/Applicant whose name appears first in the Bid cum Application Form or
Revision Form
Fixed Price Issue/Fixed Price The Fixed Price process as provided under SEBI ICDR Regulations, 2009, in terms of which
Process/Fixed Price Method the Issue is being made
Floor Price The lower end of the Price Band, at or above which the Issue Price and the Anchor Investor
Issue Price may be finalised and below which no Bids may be accepted, subject to any
revision thereto
FPIs Foreign Portfolio Investors as defined under the Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations, 2014
571
Term Description
FPO Further public offering
Foreign Venture Capital Foreign Venture Capital Investors as defined and registered with SEBI under the SEBI
Investors or FVCIs (Foreign Venture Capital Investors) Regulations, 2000
Fresh Issue The public issue of up [] Equity Shares aggregating up to 2915.12 million
IPO Initial public offering
Issuer/Company The Issuer proposing the initial public offering/further public offering as applicable
Maximum RIB Allottees The maximum number of RIBs who can be Allotted the minimum Bid Lot. This is computed
by dividing the total number of Equity Shares available for Allotment to RIBs by the
minimum Bid Lot.
MICR Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque leaf
Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996
Mutual Funds Portion 5% of the QIB Category (excluding the Anchor Investor Portion) available for allocation to
Mutual Funds only, being such number of equity shares as disclosed in the RHP/Prospectus
and Bid cum Application Form
NACH National Automated Clearing House
NEFT National Electronic Fund Transfer
NRE Account Non-Resident External Account
NRI NRIs from such jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Issue and in relation to whom the RHP/Prospectus constitutes an
invitation to subscribe to or purchase the Equity Shares
NRO Account Non-Resident Ordinary Account
Net Issue The Issue less reservation portion
Non Institutional Bidders or All Bidders/Applicants registered with SEBI which are foreign corporates or foreign
NIBs individuals and FPIs which are Category III foreign portfolio investors, that are not QIBs or
RIBs and who have Bid for Equity Shares for an amount of more than 200,000 (but not
including NRIs other than Eligible NRIs)
Non-Institutional Category The portion of the Issue being such number of Equity Shares available for allocation to NIBs
on a proportionate basis and as disclosed in the RHP/Prospectus and the Bid cum
Application Form
Non-Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs, FPIs
and FVCIs registered with SEBI
OCB/Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to the
extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of
beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date had taken benefits under
the general permission granted to OCBs under FEMA
Issue Public issue of Equity Shares of the Issuer including the Offer for Sale
Issue for Sale Public offer of such number of Equity Shares as disclosed in the RHP/Prospectus through
an offer for sale by the Selling Shareholder
Other Investors Investors other than Retail Individual Bidders in a Fixed Price Issue. These include
individual applicants other than Retail Individual Bidders and other investors including
corporate bodies or institutions irrespective of the number of specified securities applied for
572
Term Description
Issue Price The final price, less discount (if applicable) at which the Equity Shares may be Allotted to
Bidders other than Anchor Investors, in terms of the Prospectus. Equity Shares will be
Allotted to Anchor Investors at the Anchor Investor Issue Price The Issue Price may be
decided by the Issuer in consultation with the Book Running Lead Manager(s)
PAN Permanent Account Number allotted under the Income Tax Act, 1961
Price Band Price Band with a minimum price, being the Floor Price and the maximum price, being the
Cap Price and includes revisions thereof. The Price Band for the Issue will be decided by
our Company in consultation with the Selling Shareholdersand the BRLMs and the
minimum Bid lot size for the Issue may be decided by the Issuer in consultation with the
BRLMs and advertised, at least five working days in case of an IPO and one working day
in case of FPO, prior to the Bid/Issue Opening Date, in English national daily, Hindi national
daily and regional language at the place where the registered office of the Issuer is situated,
newspaper each with wide circulation
Pricing Date The date on which the Issuer in consultation with the Book Running Lead Manager(s),
finalise the Issue Price
Prospectus The prospectus to be filed with the RoC in accordance with Section 26 of the Companies
Act, 2013 after the Pricing Date, containing the Issue Price, the size of the Issue and certain
other information
Public Issue Account A Bank account opened with the Banker to the Issue to receive monies from the Escrow
Account and from the ASBA Accounts on the Designated Date
QIB Category The portion of the Issue being such number of Equity Shares to be Allotted to QIBs on a
proportionate basis
Qualified Institutional Buyers or As defined under SEBI ICDR Regulations, 2009

QIBs
RTGS Real Time Gross Settlement
Red Herring Prospectus/RHP This red herring prospectus issued in accordance with Section 32 of the Companies Act,
2013, which does not have complete particulars of the price at which the Equity Shares are
offered and the size of the Issue. The RHP may be filed with the RoC at least three days
before the Bid/Issue Opening Date and may become a Prospectus upon filing with the RoC
after the Pricing Date. In case of issues undertaken through the fixed price process, all
references to the RHP should be construed to mean the Prospectus
Refund Account The account opened with Refund Bank, from which refunds to Anchor Investors, if any, of
the whole or part of the Bid Amount may be made
Refund Bank Refund bank as disclosed in the RHP/Prospectus and Bid cum Application Form of the
Issuer
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Agents or RTAs Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated
November 10, 2015 issued by SEBI
Registered Broker Stock Brokers registered with the Stock Exchanges having nationwide terminals, other than
the members of the Syndicate
Registrar to the Issue/RTO The Registrar to the Issue as disclosed in the RHP/Prospectus and Bid cum Application
Form
Reserved Category/Categories Categories of persons eligible for making application/Bidding under reservation portion
Reservation Portion The portion of the Issue reserved for such category of eligible Bidders/Applicants as
provided under the SEBI ICDR Regulations, 2009
573
Term Description
Retail Individual Bidders/ RIBs Investors who applies or bids for a value of not more than 200,000.
Retail Individual Shareholders Shareholders of a listed Issuer who applies or bids for a value of not more than 200,000.
Retail Category The portion of the Issue being such number of Equity Shares available for allocation to RIBs
which shall not be less than the minimum Bid Lot, subject to availability in RIB category
and the remaining shares to be Allotted on proportionate basis.
Revision Form The form used by the Bidders in an issue through Book Building Process to modify the
quantity of Equity Shares and/or bid price indicated therein in any of their Bid cum
Application Forms or any previous Revision Form(s)
RoC The Registrar of Companies
SEBI The Securities and Exchange Board of India constituted under the Securities and Exchange
Board of India Act, 1992
SEBI ICDR Regulations, 2009 The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009
Self Certified Syndicate Bank(s) A bank registered with SEBI, which offers the facility of ASBA and a list of which is
or SCSB(s) available on
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html
Specified Locations Refer to definition of Broker Centers
Stock Exchanges/SE The stock exchanges as disclosed in the RHP/Prospectus of the Issuer where the Equity
Shares Allotted pursuant to the Issue are proposed to be listed
Syndicate The Book Running Lead Manager(s) and the Syndicate Member
Syndicate Agreement The agreement to be entered into among the Issuer, and the Syndicate in relation to
collection of ASBA Forms by Syndicate Member
Syndicate Member(s)/SM The Syndicate Member(s) as disclosed in the RHP/Prospectus
Underwriters The Book Running Lead Manager(s) and the Syndicate Member(s)
Underwriting Agreement The agreement amongst the Issuer, and the Underwriters to be entered into on or after the
Pricing Date
Working Day Working Day means all days, other than second and fourth Saturday of the month, Sunday
or a public holiday, on which commercial banks in Mumbai are open for business; provided
however, with reference to (a) announcement of Price Band; and (b) Bid/Issue Period,
Working Day shall mean all days, excluding all Saturdays, Sundays or a public holiday,
on which commercial banks in Mumbai are open for business; and with reference to the time
period between the Bid/Issue Closing Date and the listing of the Equity Shares on the Stock
Exchanges, Working Day shall mean all trading days of Stock Exchanges, excluding
Sundays and bank holidays, as per the SEBI Circular SEBI/HO/CFD/DIL/CIR/P/2016/26
dated January 21, 2016
574
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the FDI Policy and FEMA. The government bodies responsible for
granting foreign investment approvals are the concerned ministries/departments of the Government of India and the RBI. The
Union Cabinet has recently approved phasing out the erstwhile Foreign Investment Promotion Board, as provided in the press
release dated May 24, 2017. Accordingly, pursuant to the Office Memorandum dated June 5, 2017 issued by the Department
of Economic Affairs, Ministry of Finance, approval for foreign investment under the FDI Policy and FEMA has been entrusted
to the concerned ministries/departments.
The Government has from time to time made policy pronouncements on FDI through press notes and press releases. The DIPP,
issued the consolidated FDI Policy by way of circular no. D/o IPP F. No. 5(1)/2017-FC-1 dated the August 28, 2017,
consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the DIPP that were in
force and effect as on August 28, 2017. The Government proposes to update the consolidated circular on FDI Policy once every
year and therefore, FDI Policy will be valid until the DIPP issues an updated FDI Policy.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that (i) the activities of the investee company falls under the automatic route as provided in the FDI Policy and FEMA and
transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is within the sectoral
limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI and RBI.
As per the existing policy of the Government, OCBs cannot participate in this Issue.
The Equity Shares have not been and will not be registered under the Securities Act or any state securities laws in the United
States and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity
Shares are being offered and sold (i) in the United States only to persons reasonably believed to be qualified institutional
buyers (as defined in Rule 144A under the Securities Act and referred to in this Red Herring Prospectus as U.S. QIBs, for
the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian
regulations and referred to in this Red Herring Prospectus as QIBs) pursuant to Rule 144A or another available exemption
from the registration requirements of the Securities Act, and (ii) outside the United States only in offshore transactions in
reliance on Regulation S under the Securities Act and pursuant to the applicable laws of the jurisdiction where those offers and
sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not liable for any
amendments or modification or changes in applicable laws regulations, which may occur after the date of this Red
Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity
Shares Bid for do not exceed the applicable limits under laws or regulations.
575
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our
Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations, the main provisions of the
Articles of Association of our Company are detailed below.
Articles 186 to 198 hereof shall automatically terminate and cease to have any force and effect and deemed to fall away on and
from the date of receipt of final listing and trading approval from a recognized stock exchange with respect to the Equity Shares
of our Company, without any further action by our Company or by our Shareholders.
Share Capital
Article 3 provides the following:
(i) The Authorized Share Capital of the Company is 2,25,00,00,000/- (Rupees Two Hundred Twenty Five Crore Only)
divided into: (a) 2,24,99,40,000/- (Rupees Two Hundred Twenty Four Crore Ninety Nine Lac Forty Thousand Only)
consisting of 22,49,94,000 (Twenty Two Crore Forty Nine Lac Ninety Four Thousand) Equity Shares of 10/- (Rupees
Ten Only) each; and (b) 60,000/- (Rupees Sixty Thousand Only) consisting of 6,000 (Six Thousand) Preference
Shares of 10/- (Rupees Ten Only) each.
(ii) The paid-up Capital of the Company shall be minimum of 5,00,000/- (Rupees Five Lakh Only) or such other amount
as may be prescribed under the Act.
Article 4 provides that The Company in General Meeting may, from time to time, increase the capital by the creation of new
shares, such increase to be of such aggregate amount and to be divided into shares of such respective amounts as the resolution
shall prescribe. Subject to the provisions of the Act, any shares of the original or increased capital shall be issued upon such
terms and conditions and with such rights and privileges annexed thereto, as the General Meeting resolving upon the creation
thereof, shall direct, and if no direction be given, as the Board shall determine and in particular, such shares may be issued with
a preferential or qualified right to dividends, and in the distribution of assets of the Company, and with a right of voting at
general meeting of the company in conformity with the provisions of the Act. Whenever the capital of the Company has been
increased under the provisions of this article the Board shall comply with the provisions of the Act.
Article 6 provides that Subject to the provisions of the Act the Company shall have the power to issue preference shares which
are liable to be redeemed and the resolution authorising such issue shall prescribe the manner, terms and conditions of
redemption.
Article 8 provides that Subject to the provision of Sections 52, 55 and 66 of the Act, the Company may from time to time by
Special Resolution, reduce its capital and any capital redemption reserve fund or other premium account in any manner for the
time being authorised by law, and in particular capital may be paid off on the footing that it may be called up again or otherwise.
Article 8A provides that The Company is also permitted to purchase its own shares or other specified securities in accordance
with the provisions of Sections 68 to 70 and other applicable provisions, if any, of the act and such rules, regulations, guidelines
as may be framed thereunder or by the Securities and Exchange Board of India or any other appropriate authority as may be
applicable.
Article 10 provides that Whenever the capital, by reason of the issue of preference shares or otherwise, is divided into different
classes of shares, all or any of the rights and privileges attached to each class may, subject to the provisions of the Act, be
modified, commuted, affected or abrogated, or dealt with by agreement between the Company and any person purporting to
contract on behalf of that class, provided such agreement is ratified in writing by holders of atleast three fourths in nominal
value of the issued shares of the class or is confirmed by a Special Resolution passed at a separate General Meeting of the
holders of shares of that class and all the provisions hereinafter contained as to General Meetings shall mutatis apply to every
such meeting.
Article 11 provides that The Company shall cause to be kept a Register and Index of Members and Register and Index of
Debenture holders, if any in accordance with the provisions of the Act. The Register and Index of Beneficial Owners maintained
by a depository under the Depositories Act, shall be deemed to be the Register and Index (if applicable) of members and security
holders for the purposes of these Articles. The Company shall be entitled to keep in any country outside India a branch Register
of beneficial owners residing outside India.
Article 13 provides that
(1) Where at any time the Board or the Company, as the case may be, may, propose to increase the subscribed capital by
the issue of further shares then such shares shall be offered, subject to the provisions of Section 62 and other applicable
provisions of the Act:
576
A. to the persons who, at the date of the offer, are holders of the equity shares of the Company in proportion as
nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject
to the conditions mentioned in (i) to (iv) below;
(i) the offer aforesaid shall be made by notice specifying the number of shares offered and limiting a
time not being less than fifteen days and not exceeding thirty days from the date of the offer, within
which the offer if not accepted, shall be deemed to have been declined;
(ii) the offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to him or any of them in favour of any other person and the notice
referred to in sub-clause (ii) shall contain a statement of this right;
(iii) after the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from the
person to whom such notice is given that the person declines to accept the shares offered, the Board
may dispose of them in such manner which is not disadvantageous to the shareholders and the
Company;
B. to employees under any scheme of employees stock option subject to special resolution passed by the
Company and subject to the Companies (Share Capital and Debentures) Rules, 2014 and such other
conditions, as may be prescribed under applicable law; or
C. to any person(s), if it is authorised by a special resolution, whether or not those persons include the persons
referred to in clause (A) or clause (B) above either for cash or for a consideration other than cash, if the price
of such shares is determined by the valuation report of a registered valuer subject to such conditions as may
be prescribed under the Act and the rules made thereunder.
Article 14 provides that Subject to the provisions of the Act and these Articles, the shares in the Capital of the Company for
the time being (including any shares forming part of any increased capital of the Company) shall be under the control of the
Board which may issue, allot or otherwise dispose of the same to such persons in such proportion, on such terms and conditions,
and either at a premium or at par (subject to compliance with the provisions of Sections 52 and 53 of the Act) and at such times
as they may from time to time think fit and proper with the sanction in the General Meeting to give to any person or persons
the option or right to call for any Shares either at par or premium during such time and for such consideration as the Board may
think fit, and may issue and allot Shares in the Capital of the Company on payment in full or part of any property sold and
transferred or for any services rendered to the Company in the conduct of its business and any Shares which may so be allotted
may be issued as fully paid up Shares and if so issued, shall be deemed to be fully paid Shares.
Article 15 provides that Notwithstanding the powers for the purpose conferred on the Board under Articles 14 and 15 the
Company in General Meeting may, subject to the provisions of Section 62 of the Act, determine that any shares (whether
forming part of the original capital or of any increased capital of the Company) shall be offered to such persons (whether
members or not) in such proportion and on such terms and conditions, and (subject to the provisions of the Act) either at a
premium or at par, as such General Meeting shall determine and with full power to give any person (whether a member or not)
the option to call for or be allotted shares of any class of the Company (subject to the provisions of the Act) either at a premium
or at par, such option being exercisable at such times and for such consideration as may be directed by such General Meeting
or the Company in General Meeting may make any other provision whatsoever for the issue, allotment or disposal of the shares.
Article 18 provides that Every member, or his heirs, executors or administrators, shall pay to the Company the portion of the
capital represented by his share or shares which may, for the time being, remain unpaid thereon, in such amounts, at such time
or times, and in such manner, as the Board shall from time to time, in accordance with the Companys regulations require or
fix for the payment thereof.
Article 19 provides that Every Member or allottee of shares shall be entitled without payment, to receive one certificate
specifying the name of the person in whose favour it is issued, the shares to which it relates and the amount paid-up thereon.
Such certificate shall be issued only in pursuance of a resolution passed by the Board and on surrender to the Company of its
Letter of Allotment or its fractional coupons of requisite value save in cases of issues against Letters of Acceptance or of
Renunciation or in cases of issue of bonus shares. Every such certificate shall be issued under the Seal of the Company, which
shall be affixed in the presence of two Directors or persons acting on behalf of the Directors under a duly registered power of
attorney and the Secretary or some other person appointed by the Board for the purpose, and two Directors or their attorneys
and the Secretary or other person shall sign the share certificate, provided that if the composition of the Board permits of it, at
least one of the aforesaid two Directors shall be a person other than a Managing or a Whole time Director. Particulars of every
share certificate issued shall be entered in the Register of Members against the name of the person, to whom it has been issued,
indicating the date of issue.
Article 20 provides that If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back
thereof for endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be
issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company and
577
on execution of such indemnity as the Company deem adequate, being given, a new certificate in lieu thereof shall be given to
the party entitled to such lost or destroyed certificate. Every certificate under this Article shall be issued without payment of
fees if the Directors so decide, or on payment of such fees (not exceeding the limit prescribed under the Act) as the Directors
shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement of those which are old, defaced
or worn out or where there is no further space on the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above the Directors shall comply with such rules or regulation or requirements of
any Stock Exchange or the rules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956, or
any other act, or rules applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to debentures of the Company.
Article 27 provides that Subject to the terms on which any shares may have been issued and to the conditions of allotment, the
Board may, form time to time, by resolution passed at a meeting of the Board. (and not by circular resolution) make such call
as it thinks fit upon the Members in respect of all moneys unpaid on the shares held by them respectively and each Member
shall pay the amount of every call so made on him to the person or persons and at the times and places appointed by the Board.
A call may be made payable by instalments.
Article 38 provides that The Company shall have a first and paramount lien upon all the shares/debentures (other than fully
paid up shares/debentures) registered in the name of each Member (whether solely or jointly with others) and upon the proceeds
of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such
shares/debentures and no equitable interest in any share shall be created except upon the footing and condition that Article 22
hereof is to have full effect and such lien shall extend to all dividends and bonuses from time to time declared in respect of such
shares/debentures. Unless otherwise agreed, the registration of a transfer of shares/debentures shall operate as a waiver of the
Companys lien, if any, on such shares/debentures. The Directors may at any time declare any shares/debentures wholly or in
part to be exempt from the provisions of this Article.
Article 41 provides that If any Member fails to pay call or installment of a call on or before the day appointed for the payment
of the same or any such extension thereof as aforesaid, the Board may, at any time thereafter, during such time as the call or
installment remains unpaid, give notice to him requiring him to pay the same together with any interest that may have accrued
and all expenses that may have been incurred by the Company by reason of such non-payment.
Article 43 provides that If the requirements of any such notice as aforesaid shall not be complied with, every or any share in
respect of which such notice has been given, may, at any time thereafter before payment of all calls or instalments, interest and
expenses due in respect thereof, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends
declared or any other moneys payable in respect of the forfeited share and not actually paid before the forfeiture.
Article 45 provides that Any share so forfeited, shall be deemed to be the property of the Company, and may be sold, reallotted
or otherwise disposed of, either to the original holder thereof or to any other person, upon such terms and in such manner as the
Board shall think fit.
Transfer and Transmission of Shares
Article 52 provides that The Company shall keep a Register of Transfers and therein shall be fairly and distinctly entered
particulars of every transfer or transmission of any shares.
Article 52A provides that In the case of transfer or transmission of shares or other marketable securities where the Company
has not issued any certificates and where such shares or securities are being held in any electronic or fungible form in a
depository, the provisions of Depositories Act shall apply.
Article 53 provides that The instrument of transfer shall be in writing and all the provisions of Section 56 of the Act and the
SEBI Listing Regulations and statutory modification thereof for the time being shall be duty complied with in respect of all
transfers of shares and the registration thereof.
Article 55 provides that The Board shall have power on giving not less than 7 (seven) days previous notice by advertising in
some newspaper circulating in the district in which the office of the Company is situated to close the Transfer Books, the
Register of Members or Register of Debenture holders for such period or periods, not exceeding thirty days at a time nor
exceeding in the aggregate forty five days in each year.
Article 56 provides that Subject to the provisions of section 58 of the Act, Section 22A of the Securities Contracts (Regulation)
Act, 1956, these Articles, the SEBI Listing Regulations, and any other applicable law, the Board may, refuse with cause whether
in pursuance of any power of the Company under these Articles or otherwise to register the transfer of, or the transmission by
operation of law of the right to, any shares or interest of a member therein, or debentures of the Company, and the Company
shall within thirty days from the date on which the instrument of transfer, or the intimation of such transmission, as the case
may be, was delivered to the Company, send notice of the refusal to the transferee and the transferor or to the person giving
intimation of such transmission, as the case may be giving reasons for such refusal.
578
Article 61 provides that Subject to the provisions of the Act, the Directors shall have the same right to refuse on legal grounds
to register a person entitled by transmission to any shares or his nominee, as if he were the transferee named in any ordinary
transfer presented for registration.
Borrowing Powers
Article 65 provides that Subject to the provisions of the Act and of these Articles, the Board may, from time to time at its
discretion, by resolution passed at a meeting of the Board, accept deposits from Members, either in advance of calls or otherwise,
and generally raise or borrow or secure the payment of any sum or sums of money for the Company. Provided however where
the moneys to be borrowed together with the moneys already borrowed (apart from temporary loans obtained from the
Companys Bankers in the ordinary course of business) exceed the aggregate of the paid-up capital of the Company and its free
reserves (not being reserves set apart for any specific purpose), the Board shall not borrow such moneys without the consent of
the Company in General Meeting.
Article 66 provides that Subject to the provisions of Article 65, the payment or repayment of moneys borrowed as aforesaid
may be secured in such manner and upon such terms and conditions in all respects as the Board may think fit and in particular
by a resolution passed at a meeting of the Directors (and not by circular resolution) by the issue of debenture or debenture stock
of the Company, charged upon all or any part of the property of the Company (both present and future), including its uncalled
capital for the time being and debentures, debenture stock and other securities may be made assignable free from any equities
between the Company and the person to whom the same may be issued.
Article 67 provides that Any debentures, debenture stock or other securities may be issued at a discount, premium or otherwise
and may be issued on condition that they shall be convertible into shares of any denomination, and with any privileges and
conditions as to redemption, surrender, drawing, allotment of shares and attending (but not voting) at General meetings,
appointment of Directors and otherwise, debentures with the right to conversion into or allotment of shares shall be issued only
with the consent of the Company in General Meeting by a special resolution.
Article 69 provides that The Company shall, if at any time it issues debentures, keep a Register and Index of Debenture holders
in accordance with Section 88 of the Act. The Company shall have the power to keep in any state or country outside India a
branch Register of Debenture holders resident in that state or country.
Meetings of Members
Article 72 provides that The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to
any other Meetings in that year. All General Meetings other than Annual General Meetings shall be called Extra-Ordinary
General Meetings. An Annual General Meeting of the Company shall be held within 6 (six) months after the expiry of each
financial year, provided that not more than 15 (fifteen) months shall lapse between the date of one Annual General Meeting
and that of the next. Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the
Registrar under provisions of Section 96(1) of the Act to extend the time within which any Annual General Meeting may be
held. Every Annual General Meeting shall be called for a time during business hours between 9.00 a.m. to 6.00 p.m. on a day
that is not a National Holiday, and shall be held at the Office of the Company or at some other place within the city in which
the Office of the Company is situated as the Board may determine and the Notices calling the Meeting shall specify it as the
Annual General Meeting.
Article 73 provides that The Board may, whenever it thinks fit, call an Extraordinary General meeting and shall do so upon a
requisition in writing by any Member or Members holding in the aggregate not less than one-tenth of such of the paid up capital
of the Company as at the date of deposit of the requisition carries the right of voting in regard to the matter in respect of which
the requisition has been made.
Article 74 provides that Any valid requisition so made by Members must state the object or objects of the Meeting proposed
to be called, and must be signed by the requisitionists and be deposited at the Office; provided that such requisition may consist
of several documents in like form, each signed by one or more requisitionists.
Article 75 provides that Upon the receipt of any such requisition, the Board shall forthwith call an Extraordinary General
meeting, and if it does not proceed within 21 (twenty-one) from the date of the requisition being deposited at the Office, to
cause a meeting to be called for a day not later than 45 (forty-five) days from the date of deposit of the requisition, the
requisitionists or such of their number as represent either a majority in value of the paid-up share capital held by all of them or
not less than one-tenth of such of the paid up share capital of the Company as is referred to in Article 73, whichever is less,
may themselves call the meeting, but in either case any meeting so called shall be held within 3 (three) months from the date
of the deposit of the requisition as aforesaid.
Article 77(A) provides that 21 (Twenty-one) days notice at the least of every General Meeting, Annual or Extraordinary, and
by whomsoever called specifying the day, place and hour of Meeting, and the general nature of the business to be transacted
thereat, shall be given in the manner hereinafter provided, to such persons as are under these Articles entitled to receive notice
from the Company. Provided that in the case of an Annual General Meeting with the consent in writing of all the Members
579
entitled to vote thereat and in case of any other Meeting, with the consent of Members holding not less than 95 (ninety-five)
per cent of such part of the paid-up share capital of the Company as gives a right to vote at the Meeting, a Meeting may be
convened by a shorter notice. In the case of an Annual General Meeting, if any business other than (1) the consideration of
financial statements and Reports of the Board of Directors and Auditors, (2) the declaration of dividend, (3) the appointment of
Directors in place of those retiring, (4) the appointment of, and fixing of the remuneration of the auditors, is to be transacted,
and in the case of any other Meetings in any event there shall be annexed to the notice of the Meeting a statement setting out
all material facts concerning each such item of business, including in particular the nature of the concern or interest, if any
therein of every Director and the Manager (if any). Where any such item of special business relates to, or affects any other
Company, the extent of shareholding interest in that other Company of every Director and the Manager, If any, of the Company
shall also be set out in the statement if the extent of such shareholding interest is not less than 20 (twenty) percent of the paid-
up share Capital of that other Company. Where any item of business consists of the according of approval to any document by
the Meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid.
Quorum for General Meetings
Article 80 provides that Quorum for General Meetings shall be as provided in Section 103 of the Act.
Article 85 provides that Subject to the provisions of the Act, at any General Meeting a resolution put to the vote of the Meeting
shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded
by the Chairman of the Meeting or any Member or Members present in person or by proxy and holding shares in the Company
which confer a power to vote on the resolution not being less than one-tenth of the total voting power in respect of the resolution
or by any Member or Members present in person or by proxy and holding shares in the Company which confer a power to vote
on the resolution being shares on which an aggregate sum of not less than fifty thousand rupees has been paid up and unless a
poll is demanded a declaration by the Chairman that a resolution has on show of hands, been carried or carried unanimously,
or Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour
of or against that resolution.
Votes of Members
Article 91 provides that No member shall be entitled to vote either personally or by proxy at any General Meeting or meeting
of any class of shareholders whilst any money due from him alone or jointly, to the Company in respect of any shares registered
in his name on which any calls or other sums presently payable by him, have not been paid or in regard to which the Company
has, exercised, any right of lien.
Article 92(a) provides that Subject to the provisions of the Act and these Articles and without prejudice to any special privileges
or restrictions as to voting for the time being attached to any class of share for the time being forming part of the Capital of the
Company, every Member, not disqualified by the last preceding Article shall be entitled to be present, and to speak and vote at
such Meeting, and on a show of hands every Member present in person or by proxy shall be in proportion to his share of the
paid-up equity share Capital of the Company. Provided, however, if any Preference Shareholder be present at any Meeting of
the Company, save as a provided in Section 47 of the Act, he shall have a right to vote only on resolutions placed before the
Meeting which directly affect the rights attached to his Preference Shares.
Provided that the holders of Preference Shares shall have no right to vote either in person or by proxy at any General Meeting
by virtue or in respect of their holdings of Preference Shares, unless the preference dividend due on such Preference Shares or
any part of such dividend remained unpaid in respect of an aggregate period of not less than two years preceding the date of
commencement of the meeting or unless a resolution is appeared directly affecting the rights or privileges attached to such
Preference Shares.
Directors
Article 107 provides that Until otherwise determined by a General Meeting of the Company and subject to the provisions of
Section 149 of the Act, the number of Directors (excluding Debenture Ex-officio and alternate Directors) shall not be less than
3 (three) or more than 15 (fifteen). 1 (One) Woman Director shall be appointed on the Board in terms of Section 149(1)(b) of
the Act.
Managing Director
Article 132 provides that Subject to the provisions of the Act, the Board may, from time to time appoint one or more of their
body, to be the Managing Director/s of the Company and the remuneration payable to such Managing Director/s shall be
determined by the Board of Directors, in accordance with and subject to the provisions of Section 197 read with Schedule V to
the Act.
A Managing Director so appointed shall exercise the powers and authorities conferred upon him by an agreement entered into
between him and the Company and/or by a resolution of the Board and be subject to the obligations and restrictions imposed
upon him thereby or by the Act.
580
Proceedings of the Board of Directors
Article 136 provides that The Directors may meet together at Board Meetings from time to time for the discussion of business
and Directors shall so meet at least once in every 3 (three) calendar months and at least 4 (four) such meetings shall be held in
every year. The Directors may adjourn and otherwise regulate their Meetings as they think fit.
Article 137 provides that Notice of every Meeting of the Board shall be given in writing to every Director for time being in
India, and at his usual address in India, and in addition, to every Director resident outside India, written notice shall be given at
his usual address outside India.
Article 138 provides that Subject to Section 174 of the Act, the quorum for a Meeting of the Board shall be one-third of its
total strength (any fraction contained in that one-third being round off as one) or two Directors, whichever is higher, provided
that no quorum shall be formed or constituted at the meeting of Board of Directors and provided further that where at any
meeting the number of interested Director exceeds or is equal to two-thirds of the total strength, the number of the remaining
Directors, that is to say, the Directors who are not interested, present at the Meeting being not less than 2 (two), shall be the
quorum during such time.
Article 144 provides that Subject to the provisions of the Act, the Board may delegate their powers to Committees of the Board
consisting of such members of its body as it thinks fit, and it may, from time to time, revoke and discharge any such Committee
of the Board either wholly or in part, and either as to persons or purposes; but every Committee of the Board so formed shall
in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed on it by the Board.
All acts done by any such Committee of the Board in conformity with such regulations and in fulfillment of the purposes of
their appointment but not otherwise, shall have the like force and effects as if done by the Board.
Dividends
Article 155 provides that The profits of the Company, subject to any special rights relating thereto created or authorised to be
created by these Articles and subject to the provisions of these Articles, shall be divisible amongst the members in proportion
to the amount of capital paid up on the shares held by them respectively.
Article 165 provides that Unless otherwise directed any dividend may be paid by cheque or warrant or by a pay slip or receipt
having the force of a cheque or warrant sent through the post to the registered address of the Member or person entitled or in
case of joint-holders to that one of them first named in the Register in respect of the joint-holdings. Every such cheque or
warrant shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for
any cheque or warrant or pay slip or receipt lost in transmission, for any dividend lost to the Member or person entitled thereto
by the forged endorsement of any dividend cheque or the fraudulent recovery of the dividend by any other means. Provided
that the Company can also pay the dividend by crediting it directly to the bank account of the shareholders through Electronic
fund transfer system of the banks or any other mode which, in the opinion of the Board of Directors, is appropriate for payment
of dividend to the shareholders.
Article 166 provides that Subject to the provisions of the Act, if the Company has declared a Dividend but which has not been
paid or claimed within 30 (thirty) days from the date of declaration, the Company shall transfer the total amount of dividend,
which remained unpaid or unclaimed within 7 (seven) days from the date of expiry of the said period of 30 (thirty) days to a
special account to be opened by the Company in that behalf in any scheduled bank to be called the Unpaid Dividend of Godrej
Agrovet Limited
Any money so transferred to the Unpaid Dividend account of the Company which remains unpaid or unclaimed for a period of
7 (seven) years from the date of such transfer, shall be transferred by the Company to the Fund established under sub-section
(1) of Section 125 of the Act, viz. Investor Education and Protection Fund
No unpaid or unclaimed Dividend shall be forfeited by the Board before the claim becomes barred by Law.
Winding Up
Article 183 provides that The Liquidator on any winding up (whether voluntary, under supervision or compulsory) may with
the sanction of a special Resolution but subject to the rights attached to any preference share capital, divide among the
contributors in specie any part of the assets of the Company and may, with the like sanction, vest any part of the assets of the
Company in trustees upon such trusts for the benefit of the contributories, as the Liquidator, with the like sanction, shall think
fit.
Indemnity and Responsibility
Article 184 provides that Every officer or agent for the time being of the Company shall be indemnified out of the assets of
the Company against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgment
is given in his favour or in which he is acquitted or discharged.
581
SECTION IX: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts
entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years before
the date of the Draft Red Herring Prospectus) which are or may be deemed material have been attached to the copy of this Red
Herring Prospectus delivered to RoC for registration. Copies of these contracts and also the documents for inspection referred
to hereunder, may be inspected at the Registered Office between 10.00 a.m. and 5.00 p.m. on all Working Days from the date
of this Red Herring Prospectus until the Bid/Issue Closing Date, other than the documents executed after Bid/ Issue Closing
Date.
A. Material Contracts for the Issue
1. Issue Agreement dated July 18, 2017 among our Company, the Selling Shareholders and the BRLMs.
2. Registrar Agreement dated July 18, 2017 among our Company, the Selling Shareholders and the Registrar to the Issue.
3. Cash Escrow Agreement dated September 21, 2017 among our Company, the Selling Shareholders, the BRLMs, the
Bankers to the Issue, the Syndicate Member and the Registrar to the Issue.
4. Share Escrow Agreement dated September 21, 2017 between our Company, the Selling Shareholders and the Share
Escrow Agent.
5. Syndicate Agreement dated September 21, 2017 among our Company, the Selling Shareholders, the BRLMs and
Syndicate Member.
6. Underwriting Agreement dated [] among our Company, the Selling Shareholders, the BRLMs and the Syndicate
Member and the Registrar to the Issue.
7. Monitoring Agency Agreement dated September 21, 2017 between our Company and HDFC Bank Limited.
B. Material Documents in relation to the Issue
1. Certified copies of the Memorandum and Articles of Association of our Company, as amended from time to time.
2. Certificate of incorporation dated November 25, 1991 upon incorporation, fresh certificate of incorporation dated
February 19, 2002 consequent upon name change.
3. Resolutions of our Board dated May 12, 2017 and July 18, 2017 in relation to the Issue, ESPS and other related matters.
4. Shareholders resolution dated May 12, 2017, July 18, 2017 and resolution of the Board dated September 11, 2017 in
relation to the Issue, ESPS and other related matters.
5. The examination reports of the Statutory Auditors, on our Companys standalone Restated Financial Statements and
consolidated Restated Financial Statements, included in this Red Herring Prospectus.
6. Copies of the annual reports of our Company for the Financial Years 2017, 2016, 2015, 2014 and 2013.
7. Statement of Tax Benefits dated September 12, 2017 from B S R & Co., Chartered Accountants.
8. Copies of auditors reports and directors reports of our Company for Financial Years 2017, 2016, 2015, 2014 and
2013.
9. Consent of Directors, Selling Shareholders, Statutory Auditors, BRLMs, Syndicate Member, Legal Counsel to our
Company as to Indian law, Legal Counsel to the Underwriters as to Indian law, Legal Counsel to V-Sciences as to
Indian law, International Legal Counsel to the Underwriters, Registrar, Escrow Collection Bank, Refund Bank(s),
Bankers to our Company, Lenders to our Company, Company Secretary and Compliance Officer and Chief Financial
Officer as referred to in their specific capacities.
10. Consent letter dated September 12, 2017 from the Statutory Auditors, namely, B S R & Co., Chartered Accountants
to include its name as an expert herein.
11. Consent of CRISIL Limited dated July 18, 2017 in relation to the Animal Feed Sector in India published in June
2017.
582
12. Consent of CRISIL Limited dated July 18, 2017 in relation to A study of the Indian crop protection industry
published in June 2017.
13. Consent of Dr. P. Rethinam dated May 8, 2017 in relation to Oil Palm - A Critical Study of its Role in Contributing
the Vegetable Oil Economy in India.
14. Consent of LightCastle Partners dated June 21, 2017 in relation to Market Mapping and Growth Prospects of Poultry,
Cattle and Fish Feed Industry in Bangladesh.
15. Consent of IMARC Services Private Limited dated June 6, 2017 in relation to the Indian Dairy Market Report, 2017,
Edition May 2017.
16. Consents of the following chartered engineers (a) Astral Associates dated September 7, 2017; (b) Sundar Associates
dated September 9, 2017; (c) Keni & DSouza dated September 9, 2017; (d) Engr. Mohammad Anisur Rahman dated
September 7, 2017; (e) Tijare Engineers & Consultants Private Limited dated September 8, 2017; (f) Joshi &
Associates dated September 11, 2017; (g) Mukesh M. Purdhani dated September 11, 2017; and (h) Er. Y. Ravindra
Babu dated August 31, 2017.
17. Shareholders Agreement and Share Purchase Agreement dated December 17, 2012 and amendment agreement dated
July 18, 2017 entered into between our Company, V-Sciences Investments Pte Ltd, the selling shareholders (as defined
under the agreement) and Godrej family.
18. Agreement dated July 3, 2017 between our Company and our Managing Director.
19. Tripartite agreement between our Company, CDSL and the Registrar to the Issue dated July 28, 2016.
20. Tripartite agreement between our Company, NSDL and the Registrar to the Issue dated November 18, 2016.
21. Due Diligence Certificate dated July 19, 2017 addressed to SEBI from the BRLMs.
22. In principle listing approvals dated July 28, 2017 and July 27, 2017 issued by BSE and NSE, respectively.
23. SEBI observation letter no. SEBI/HO/CFD/DIL1/OW/19428/2017 dated August 14, 2017 and letter no. CFD/DIL-
1/OW/21702/2017 dated September 8, 2017.
Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to
compliance of the provisions contained in the Companies Act and other relevant statutes.
583
DECLARATION
Godrej Industries Limited confirms that all statements and undertakings made by it in this Red Herring Prospectus in relation
to itself as a selling shareholder and its Offered Shares, are true and correct. Godrej Industries Limited assumes no responsibility
for any other statement including statements made by the Company or any other person(s) in this Red Herring Prospectus.
Signed for and on behalf of Godrej Industries Limited
Authorised Signatory
Name:
Designation:
Place:
584
DECLARATION
V-Sciences Investments Pte Ltd confirms that all statements and undertakings made by it in this Red Herring Prospectus in
relation to itself as a selling shareholder and the V-Sciences Offered Shares, are true and correct. V-Sciences Investments Pte
Ltd assumes no responsibility for any other statement including statements made by the Company or any other person(s) in this
Red Herring Prospectus.
Signed for and on behalf of V-Sciences Investments Pte Ltd
Authorised Signatory
Name:
Designation:
Place:
585
DECLARATION
We hereby declare that all relevant provisions of the Companies Act, and the rules and guidelines issued by the Government or
the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been
complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, the
SCRA, the SEBI Act or rules or regulations made thereunder or guidelines issued, as the case may be. We further certify that
all the statements in this Red Herring Prospectus are true and correct.
SIGNED BY ALL THE DIRECTORS OF OUR COMPANY
__________________________________ __________________________________
Nadir B. Godrej (DIN 00066195) Kavas N. Petigara (DIN: 00066162)
(Chairman and Non-Executive Director) (Independent Director)
__________________________________ __________________________________
Adi B. Godrej (DIN: 00065964) Sudhir L. Anaokar (DIN: 00236819)
(Non-Executive Director) (Independent Director)
__________________________________ __________________________________
Jamshyd N. Godrej (DIN: 00076250) Amit B. Choudhury (DIN: 00557547)
__________________________________ __________________________________
Vijay M. Crishna (DIN: 00066267) Raghunath A. Mashelkar (DIN: 00074119)
__________________________________ __________________________________
Tanya A. Dubash (DIN: 00026028) Roopa Purushothaman (DIN: 02846868)
__________________________________ __________________________________
Nisaba Godrej (DIN: 00591503) Aditi Kothari Desai (DIN: 00426799)
__________________________________ __________________________________
Balram S. Yadav (DIN: 00294803) Ritu Anand (DIN: 00363699)
(Managing Director) (Independent Director)
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
__________________________
S. Varadaraj
(Chief Financial Officer)
SIGNED BY THE COMPANY SECRETARY AND COMPLIANCE OFFICER OF OUR COMPANY
__________________________
Vivek Raizada (Membership Number: A11787)
(Company Secretary and Compliance Officer)
Place:
586

Godrej Agrovet Limited

Загружено:

Сведения о документе

Оригинальное название

Авторское право

Доступные форматы

Поделиться этим документом

Поделиться или встроить документ

Параметры публикации

Этот документ был вам полезен?

Это неприемлемый материал?

Авторское право:

Доступные форматы

Godrej Agrovet Limited

Загружено:

Авторское право:

Доступные форматы

RED HERRING PROSPECTUS

Dated: September 22, 2017

GODREJ AGROVET LIMITED

DEFINITIONS AND ABBREVIATIONS

Company Related and Selling Shareholder Related Terms

Issue Related Terms

Technical/Industry Related Terms/Abbreviations

Conventional and General Terms or Abbreviations

Currency and Units of Presentation

All references to:

BDT are to the Bangladeshi Taka, the official currency of Bangladesh.

EUR or are to Euro, the official currency of Eurozone.

Colombian Peso or COP or $ are to Peso, the official currency of Colombia.

Industry and Market Data

unfavourable local and global weather patterns;

dependency of our revenue from our animal feed business;

handling, processing or storage of raw materials or products;

dependency of utilisation of services of third parties for our operations; and

seasonal variations in our businesses.

Internal Risk Factors

Risks Relating to our Business

Litigation against our Company

S. No. Nature of Case Number of outstanding Amount involved

Litigation against our Directors

S. No. Nature of Case Number of outstanding Amount involved

Litigation against our Subsidiaries & Joint Ventures

S. No. Nature of Case Number of outstanding Amount involved

Litigation against our Promoters

S. No. Nature of Case Number of outstanding Amount involved

Litigation against our Group Companies

S. No. Nature of Case Number of outstanding Amount involved

15. We do not own the Godrej trademark and logo.

the prices of crude oil and biofuels;

Particulars As of June 30, 2017

Contingent Liabilities against pending C & H Forms 44.04

External Risk Factors

Risks Related to India

The Indian Economy

Current market size of global animal feed

Overview of the animal compound feed industry in India

Poultry industry in India

Cattle feed industry

Overview of the animal feed industry in Bangladesh

(Source: Bangladesh Report)

Global vegetable oil production and consumption

Future world demand for vegetable oils

Oil Palm in India

The Indian Dairy Industry

Poultry and Processed Foods

Meat Industry Overview

Poultry Meat Industry in India

Our Business Verticals:

Our Competitive Strengths

We believe that the following are our principal strengths:

Pan-India Presence with Extensive Supply and Distribution Network

Diversified Businesses with Synergies in Operations

Strong R&D Capabilities

Strong Parentage and Established Brands

Experienced Promoters and Management Team

Our Animal Feed Business

Our Crop Protection Business

Our Oil Palm Business

Our Dairy Business